To, The Members,
The Directors have pleasure in presenting the 41st Annual
Report together with the Audited Accounts of the Company for the year ended March 31,
2023. The Company is registered with the Reserve Bank of India ("RBI") as a
Systemically Important Non-Banking Financial Company ("NBFC") not taking public
deposits (NBFC-ND-SI).
FINANCIAL HIGHLIGHTS
PARTICULARS |
Year Ended 31/03/2023 |
Year Ended 31/03/2022 |
Operational & Other Income |
377.36 |
907.28 |
Profit/Loss Before Depreciation & Tax |
288.30 |
825.98 |
Less: Depreciation |
1.12 |
0.09 |
Provision for taxation |
43.20 |
157.15 |
Deferred Tax |
0.00 |
0.00 |
Taxes for earlier years |
3.78 |
0.00 |
Profit/Loss after Depreciation & Tax |
240.20 |
668.74 |
Balance brought forward for previous year |
0.00 |
0.00 |
Appropriations |
|
|
Amount transferred to Statutory Reserves |
48.04 |
133.74 |
Balance Carried to Balance Sheet |
192.16 |
531.24 |
During the year under review, Company made a profitof Rs. 240.20/-
Crores as compared to a profit of Rs. 668.74/
Crores. The Management is very positive and looking forward for better
performance in future. The Company remains confident of a sound growth trajectory in FY
2024.
Detailed information on the operations of the Company and details on
the state of affairs of the Company are covered in the Management Discussion and Analysis
Report.
During the year under review the Company has acquired
Reliance Commercial Finance Limited ("RCFL") as certain
Lenders of the Company (Banks and other Financial
Institutions) have entered into an Inter-Creditor Agreement (ICA) for
arriving at the debt resolution plan in accordance with the circular dated June 7, 2019
issued by the Reserve Bank of India on Prudential Framework for Resolution of
Stressed Assets. Lenders have selected Authum Investment and
Infrastructure Limited as the successful Bidder to acquire the Company and / or all its
assets through a competitive bidding process after several rounds of negotiations between
the bidders and the Lenders. Hon'ble Supreme Court of India by the order dated August
30, 2022 has approved the Resolution Plan and Company along with its Lenders and
successful Resolution Applicant has executed the Resolution
Plan.
Pursuant to the above, Reliance Commercial Finance Limited is a Wholly
Owned Subsidiary of Authum w.e.f. October 14, 2022.
Further, the Company through its wholly owned subsidiary viz. RCFL has
acquired Business Undertaking of Reliance Home Finance Limited (RHFL') on a
slump sale and going concern basis pursuant to the approved Resolution Plan of RHFL being
conducted by the Financial Creditors of RHFL in terms of RBI Circular No. RBI/2018-19/
203, DBR.No.BP. BC.45/21.04.048/2018-19 dated June 7, 2019 on Prudential
Framework for Resolution of Stressed Assets and the order of
Hon'ble Supreme Court of India dated March 3, 2023.
DIVIDEND & APPROPRIATIONS
The Board of Directors has decided not to recommend any dividend for
the year ended March 31, 2023.
APPROPRIATIONS
Under section 45-IC(1) of Reserve Bank of India ('RBI') Act, 1934,
non-banking financial companies to transfer a sum not less than 20% of its net profit
every year to reserve fund before declaration of any dividend, if any. Accordingly, the
Company has transferred a sum of Rs. 48.04/- Crores to its reserve fund. The closing
balance of the reserves and surplus of the Company for F.Y. 2022-23, after all
appropriation and adjustments was Rs. 2974.03/- Crores.
CHANGE IN SHARE CAPITAL
During the Financial year, there has been no change in the issued,
subscribed and paid-up capital of the Company. The Company has also not carried out any
buy back of its equity shares during the year under review.
Further, the Company has not issued any equity capital during the year
under review and has also not issued any shares with differential voting rights, nor
granted any stock options or sweat equity, at any time during the year under review.
NON-CONVERTIBLE REDEEMABLE PREFERENCE SHARES
As on March 31, 2023, the total outstanding Non-Convertible Redeemable
Preference Shares (RPS) issued and allotted on private placement basis stands at Rs.
202.00 Crores divided into 4,04,00,000 Preference Shares of Face Value Rs. 10/-each.
PUBLIC DEPOSITS
The Company did not hold any public deposits at the beginning of the
year nor has it accepted any Public Deposits during the year under review.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company form part of the
Annual Report. The annual accounts of the subsidiary company and related detailed
information are available on the website of the Company and the same may be obtained by
writing to the Company Secretary at the registered e-mail ID of the Company i.e.
info@authum.com. During the year under review, Authum has acquired new subsidiary i.e.
M/s. Reliance Commercial Finance Limited lfinancia results("RCFL"). reflectThe
the consolidated operations of RCFL too.
The Company has adopted a Policy for determining Material Subsidiaries
in terms of Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations''). The Policy,
as approved by the Board, is uploaded on the Company's website: https://www. authum.
Subsidiary Company
During the year under review the Company has acquired
Reliance Commercial Finance Limited ("RCFL") as certain
Lenders of the Company (Banks and other Financial
Institutions) have entered into an Inter-Creditor Agreement (ICA) for
arriving at the debt resolution plan in accordance with the circular dated June 7, 2019
issued by the Reserve Bank of India on Prudential Framework for Resolution of
Stressed Assets. Lenders have selected Authum Investment and
Infrastructure Limited as the successful Bidder to acquire the Company and / or all its
assets through a competitive bidding process after several rounds of negotiations between
the bidders and the Lenders. Hon'ble Supreme Court of India by the order dated August
30, 2022 has approved the Resolution Plan and Company along with its
Lenders and successful Resolution Applicant has executed the Resolution
Plan.
Pursuant to the above, Reliance Commercial Finance Limited is a Wholly
Owned Subsidiary of Authum Investment &
Infrastructure Limited.
RCFL is registered as an NBFC with the Reserve Bank of
India. In terms of Regulation 16 (1) (c) of the SEBI Listing
Regulations, RCFL is a wholly owned subsidiary.
PARTICULARS OF LOANS GRANTED, GUARANTEE PROVIDED AND INVESTMENTS MADE
PURSUANT TO
THE PROVISIONS OF SECTION 186 OF THE COMPANIES ACT, 2013
The Company, being an NBFC registered with the RBI and engaged in the
business of giving loans in ordinary course of its business, is exempt from complying with
the provisions of section 186 of the Act with respect to loans, guarantees and
investments. Accordingly, the Company is exempted from complying with the requirements to
disclose in the financial statement the full particulars of the loans given, investment
made or guarantee given or security provided.
EXTRACT OF ANNUAL RETURN
A copy of the Annual Return as provided under section 92(3) of the Act,
in the prescribed form, which will be filed with the Registrar of Companies/MCA, is hosted
on the Company's website and can be accessed at www.authum.com.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act 2013, Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (the Listing Regulations'), Master Direction - Non-Banking Financial
Company - Systemically Important Non-Deposit taking
Company and Deposit taking Company (Reserve Bank) Directions, 2016,
your Company has formulated a Policy on Related Party Transactions which is available on
Company's website at www.authum.com. This Policy deals with the review and approval
of related party transactions. The Board of Directors of the Company has approved the
criteria for giving the omnibus approval by the Audit Committee within the overall
framework of the Policy on Related Party
Transactions.
Pursuant to Regulation 23 of the Listing Regulations, all related party
transactions were placed before the Audit Committee on a quarterly basis for their review
and approval. Further, the Policy on materiality of Related Party Transactions is
available on the website of the Company at www.authum. com.
Particulars of contracts or arrangements with related parties referred
to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2, is appended
as Annexure I to the Board's report.
DIVIDEND DISTRIBUTION POLICY
Pursuant to the provisions of regulation 43A of the Listing
Regulations, the Company had formulated a dividend distribution policy, which sets out the
parameters and circumstances to be considered by the Board in determining the distribution
of dividend to its shareholders and/or retaining profit earned. The policy is annexed to
this report as Annexure II and is also available on the website of the Company at
https://www.authum.com/financial-info.html.
MEETINGS OF THE BOARD
During the year under review, 7 (Seven) Board Meetings were held. The
details of the composition of the Board and its Committees and of the Meetings held and
attendance of the
Directors at such Meetings, are provided in the Corporate Governance
Report. There have not been any instances during the year when recommendations of the
Audit
Committee were not accepted by the Board.
COMMITTEES OF THE BOARD
Currently the Board has Nine Committees viz. Audit Committee,
Nomination & Remuneration Committee, Corporate Social Responsibility Committee,
Stakeholders Relationship Committee, Investment Committee, Risk Management Committee,
Corporate Governance Committee,
Securities Allotment and Redemption Committee and Asset
Liability Committee. A detailed note on the composition of the Board
and its Committees and other related particulars are provided in the Corporate Governance
Report forming part of this Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointment of Directors and Key Managerial Personnel
During the year under review and by way of approval of the shareholders
of the Company in the 40th AGM, the
Board has approved the appointment of Mr. Haridas Bhat
(DIN 09691308) and Mr. Rahul Bagaria (DIN: 06611268) as the Independent
Directors of the Company w.e.f. August 1, 2022 for the term of 5 years upto July 31, 2027,
under the provisions of Section 161 of the Act. Further, Mr. Deepak Dhingra was appointed
as Chief Financial Officer of the Company w.e.f. March 10, 2023.
Resignation of Directors and Key Managerial Personnel
Further during the year under reveiw, Mr. Sanjiv Swarup, due to his
increased work commitments, has resigned as an Independent Director of the Company w.e.f.
August 1, 2022. Also, Mr. Amit Dangi has resigned from the position of Chief ant news
developments and highlights Financial Officer Pursuant to the provisions of Section 203 of
the Act, the Key Managerial Personnel of the Company as on March 31, 2023 are Mr. Amit
Dangi - Whole Time Director, Mr. Deepak Dhingra - Chief Financial Officer and Mr. Hitesh
Vora - Company
Secretary.
All the directors of the Company have confirmed that they from being
appointed as directors in are notdisqualified terms of section 164 & 165 of the
Companies Act, 2013.
FIT AND PROPER CRITERIA & CODE OF CONDUCT
All the Directors meet the fit and proper criteria stipulated by
RBI. All the Directors and Senior Management of the Company have
affirmed compliance with the Code of Conduct of
Company.
DECLARATION FROM THE INDEPENDENT DIRECTORS
The independent directors have submitted a declaration of independence,
stating that they meet the criteria of independence provided under section 149(6) of the
Act read with regulation 16 of the Listing Regulations, as amended. The independent
directors have also confirmedcompliance with the provisions of rule 6 of Companies
(Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to
inclusion of their name in the databank of independent directors.
The Board took on record the declaration and confirmation submitted by
the independent directors regarding them meeting the prescribed criteria of independence,
after undertaking due assessment of the veracity of the same in terms of the requirements
of regulation 25 of the Listing
Regulations.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
The Independent Directors of the Company met on February 13, 2023 in
terms of Section 149(8) and Schedule IV of Companies Act, 2013 and regulation 25(3) &
(4) of Listing Regulations, without the attendance of Non-Independent Directors and
members of management. They met to discuss the inter-alia amongst other items the
following mandatory items viz., (a) to review the performance of non-independent directors
and the Board as a whole; (b) to review the performance of the Chairperson of the company,
taking into account the views of executive directors and non-executive directors; (c) to
assess 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.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS (IDs)
In terms of Regulation 25(7) of the Listing Regulations and the
Companies Act, 2013, the Company is required to conduct the Familiarization Programme for
Independent Directors (IDs) to familiarize them about their roles, rights,
responsibilities in the Company, nature of the industry in which the Company operates,
business model of the Company, etc., through various initiatives. Directors are made
awareofthe from various regulatory authorities viz. Reserve Bank of India of the Company
w.e.f. March 10, 2023. (RBI), Securities and Exchange Board of India (SEBI), Ministry of
Corporate Affairs (MCA), etc.
The Directors are regularly apprised about their roles, rights and
responsibilities in the Company from time to time as per the requirements of the Listing
Regulations, with the Stock Exchanges and Companies Act, 2013 read together with the
Rules and Schedules thereunder. The policy and details of
familiarization programme imparted to the Independent Directors of the Company is
available at www.authum.com.
PERFORMANCE EVALUATION
Pursuant to the provisions of Section 134(3), 149(8) and Schedule IV of
the Companies Act, 2013 read with SEBI Listing Regulations, Annual Performance Evaluation
of the Board, the Directors as well as Committees of the Board has been carried out. The
performance evaluation of all the Directors and the Board as a whole was conducted based
on the criteria and framework adopted by the Board, details of which are provided in the
Corporate Governance Report. The properly defined and systematically structured
questionnaire was prepared after having considered various aspects and benchmarks of the
Board's functioning, composition of the Board and its Committees, performance of
specificduties, obligations and governance.
DIRECTORS RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, 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 during the financial year
2022-23. Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013,
the Board of Directors, to the best of their knowledge and ability, confirm that: 1. in
the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures, if any;
2. the Directors have 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 profit of the Company for the year under
review; 3. the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
4. the Annual Accounts for the year ended March 31, 2023, has been
prepared on a going concern basis.
5. They have laid down internal followed by the Company and that such
internal controls are adequate and are operating effectively;
6. They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
INTERNAL CONTROL SYSTEM AND ITS ADEQUACY
The Company maintains appropriate systems of internal controls,
including monitoring procedures, to ensure that all assets and investments are safeguarded
against loss from unauthorized use or disposition. Company policies, guidelines and
procedures provide for adequate checks and balances and are meant to ensure that all
transactions are authorized, recorded and reported correctly.
The Internal Auditor reviews the efficiencyand effectiveness of these
systems and procedures. The Internal Auditor submits his Report which is placed before the
Audit
Committee.
A combination of these systems enables your Company to maintain a
robust design of controls and its operating effectiveness is ensured through periodical
internal checks and audit.
CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY AND ITS REPORT
The Company recognizes the responsibilities towards society and
strongly intends to contribute towards development of knowledge based economy.
In accordance with the requirements of the provisions of Section 135 of
the Act, the Company has constituted a Corporate Social Responsibility ("CSR")
Committee. The adequate and effective composition and terms of reference of the CSR
Committee is provided in the Corporate Governance Report forming part of this Annual
Report.
The Company has also formulated a CSR Policy which is available on the
website of the Company at https://www. authum.com/financial-info.html. Further, the
detailed CSR initiatives undertaken by the Company are available at
https://www.authum.com/financial-info.html.
The CSR obligation of the Company for Financial Year 2022-23 is Rs.
6,45,23,772/-. As on March 31, 2023, total amount spent on CSR activities by Company is
Rs. 3,89,00,000/-. As per section 135 of the Act read with Companies (Corporate Social
Responsibility) Rules, 2014, as amended, the Company is required to transfer any unspent
amount, year and of the pursuant to any ongoing project undertaken by the Company in
pursuance of its Corporate Social Responsibility Policy, within a period of thirty days
from the end of the financial year to a special account opened by the Company in that
behalf for that financial year in any scheduled bank called Unspent Corporate Social
Responsibility Account. The Company has opened necessary bank account and transferred the
unspent amount, further the Company has already identified few projects for CSR and the
said unspent amount is being used for the CSR activities pursuant to the controls to be
financial provisions of the Act.
The Annual Report on the CSR activities undertaken by your Company
during the year under review, as prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014, as amended, is set out in Annexure III of this
Report.
PARTICULARS OF EMPLOYEES, KEY MANAGERIAL PERSONNEL AND RELATED
DISCLOSURES
In accordance with the provisions of Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, a statement containing the disclosures pertaining to remuneration and other
details as required under the Act and the above Rules are provided in the Annual Report.
The disclosures as specifiedunder Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, are appended to this
Report as Annexure IV. The information regarding employee remuneration as required
pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is not provided as none of the employees are covered
under the same.
STATUTORY AUDITORS AND THEIR REPORT
M/s. H. R. Agarwal & Associates, Chartered Accountants (Firm Reg.
No. 323029E) were appointed as Statutory Auditors of the Company from the conclusion of
the 39th Annual General Meeting until the conclusion of the 44th
Annual General Meeting to be held in the year 2026. However, as per the RBI Guidelines and
Circular dated April 27, 2021 and as per the provisions of Section 139 of the Act, the
tenure of the appointment of Statutory Auditors in NBFCs should be three years. Therefore,
there tenure has been ratifiedand their appointment is till the conclusion of 42nd
Annual General Meeting to be held in the year 2024. Further they have confirmed that they
are not disqualified from continuing as Auditors of the Company. The Audit Report of M/s.
H. R.
Agarwal & Associates, Chartered Accountants (Firm Reg. No. 323029E)
on the Financial Statements of the Company for the Financial Year 2022-23 is a part of the
Annual Report. There are no qualifications, reservations or adverse remarks or disclaimers
made by M/s. H. R. Agarwal & Associates, Chartered Accountants, Statutory Auditors, in
their report on theCompany'sfinancial statements for the year ended on March 31,
2023.
DETAILS OF FRAUDS REPORTED BY AUDITORS UNDER
SUB-SECTION (12) OF SECTION 143 OF THE COMPANIES ACT 2013, OTHER THAN
THOSE WHICH ARE REPORTABLE
TO THE CENTRAL GOVERNMENT
During the year under review, the Statutory Auditor and
Secretarial Auditor have not reported any instances of frauds committed
in the Company by its Officers or Employees, to the Audit Committee under Section 143(12)
of the Act details of which needs to be mentioned in this Report.
SECRETARIAL AUDITOR
Pursuant to the provisions of section 204 of the Act and the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board has appointed Mr. Mayank Arora,
partner of M/s. Mayank Arora & Co., Practicing Company Secretary (FCS No. 10378, CP
No. 13609), to undertake secretarial audit of the Company.
A report from the secretarial auditor in the prescribed Form MR-3 is
annexed to this Report as Annexure V. In addition to the above, the company has
obtained Secretarial Compliance Report for the financial year ended March 31, 2023 from
M/s. Mayank Arora & Co., Practicing
Company Secretary in compliance with the Regulation
24A of the Listing Regulations and the SEBI circular CIR/
CFD/CMD1/27/2019 dated February 8, 2019 and has been submitted with stock exchanges.
MAINTENANCE OF COST RECORDS
Your Company is not required to maintain cost records as specified by
the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and
accordingly such accounts and records have not been maintained by the
Company.
SECRETARIAL STANDARDS OF ICSI
The Company has complied with the requirements prescribed under the
Secretarial Standards on meetings of the Board of
Directors (SS 1) and General Meetings (SS 2) read with the MCA
circulars granting exemptions in view of the COVID-19 pandemic.
INTERNAL AUDITOR AND THEIR REPORT
The Board appointed M/s. L.K. Bohania & Co., Chartered Accountant,
as Internal Auditors to conduct Internal Audit for the FY 2022-23. During the year under
review, M/s. L.K. Bohania & Co, Internal Auditor's had submitted their Report for
the FY 2022-23 to the Audit Committee for its review and necessary action.
At the beginning of each financial year, an rolled out after approval
of the Audit Committee. Pursuant to Risk Based Internal Audit Framework, internal audit is
aligned in such a manner that assurance is provided to the Audit Committee and Board of
Directors on quality and effectiveness of the internal controls and governance related
systems and processes.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)
The Management Discussion and Analysis Report for the year under
review, as stipulated under Regulation 34(2)(f) & and other applicable regulation read
with Schedule V of
Listing Regulations is presented in a separate section and forms part
of the Annual Report.
CORPORATE GOVERNANCE REPORT AND ITS COMPLIANCE CERTIFICATE
In compliance with the Regulation 34 read with Schedule 9 of the
Listing Regulations, a detailed report on Corporate
Governance forms an integral part of this Annual Report. A
Certificate from the Practicing Company Secretary confirming compliance
of the conditions of Corporate Governance as stipulated under the Listing Regulations is
appended to the Corporate Governance Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR')
Pursuant to amendment in SEBI Listing Regulations, top 1,000 listed
entities based on market capitalisation are required to submit a BRSR with effect from
F.Y. 2023. In accordance with Regulation 34(2)(f) of the Listing Regulations, the Business
Responsibility and Sustainability Report has been annexed to this Report as Annexure VI
which forms an integral part of this report.
DISCLOSURE ON NOMINATION AND REMUNERATION COMMITTEE AND NOMINATION AND
REMUNERATION POLICY
The Nomination and Remuneration Committee as on March
31, 2023 comprises of the following:
Mr. Rahul Bagaria - Chairman and Non Executive Independent
Director, Mr. Vimal Ajmera Non Executive Independent Director and Mrs.
Alpana Dangi Non Executive Non Independent Director as members of the Committee.
The Board has on the recommendation of the Nomination
& Remuneration Committee framed a policy for selection and
appointment of Directors, Senior Management and their remuneration. The Remuneration
Policy is stated in the
Corporate Governance Report.
RISK MANAGEMENT
The Company has adopted a Risk Management Policy in accordance with the
provisions of the Act and Regulation
17(9) of the Listing Regulations. It establishes various levels of
risks with its varying levels of probability, the likely impact on the business and its
mitigation measures. The Risk Management Committee as on March 31, 2023 comprises of the
following: Mr. Amit Dangi Chairman and Executive Director, Mr. Sanjay Dangi Non Executive
Non Independent Director and
Mr. Haridas Bhat - Non Executive Independent Director as members of the
Committee.
The Audit committee facilitates the execution of Risk
Management Practices in the Company, in the areas of risk
identification, assessment, monitoring, mitigation and reporting.
WHISTLE BLOWER/VIGIL MECHANISM
Mechanism The Company has formulated a codified
Policy incorporating the provisions relating to Vigil Mechanism in
terms of Section 177 of the Companies Act, 2013 and Regulation 22 of the Listing
Regulations, in order to encourage Directors and Employees of the Company to escalate to
the level of the Audit Committee any issue of concerns impacting and compromising with the
interest of the Company and its stakeholders in anyway. The Company is committed to adhere
to highest possible standards of ethical, moral and legal business conduct and to open
communication and to provide necessary safeguards for protection of employees from
reprisals or victimization, for whistle blowing in good faith. During the year under
review, the Company amended the Whistle Blower Policy to provide a clause wherein all
employees of the Company are eligible to report any instance of leak of Unpublished Price
Sensitive Information. The said Policy is available on the Company's website
www.authum.com.
Employees of the Company are required to undergo mandatory online
learning module on Code of Conduct including Whistle Blower Policy and affirm that they
have understood and are aware of vital aspects of the policy.
CONSERVATIONOFENERGY,TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO
(A) Conservation of Energy and Technology Absorption:
The Company has no activity relating to Conservation of
Energy and Technology Absorption as stipulated in Rule 8(3) of
Companies (Accounts) Rules, 2014.
(B) Foreign Exchange Earnings & Outgo
During the year under review, the Company did not have any Foreign
Exchange Earnings or Outgo.
CEO & CFO CERTIFICATION
A Certificate of the CEO and CFO of the Company in terms of Regulation
17(8) of the Listing Regulations is annexed to this report.
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 & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set
up to redress complaints received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and
disposed off during the FY 2022- 23
No. of complaints received: Nil
No. of complaints disposed off: Nil
RBI COMPLIANCES
The Company is registered as a non-deposit accepting systemically
important NBFC. The Company has complied with and continues to comply with all applicable
laws, rules, circulars and regulations, including the RBI Directions. During FY 2022-23,
there were no frauds committed by the
Company and no material frauds committed on the Company by its officers
or employees.
OTHER DISCLOSURES AND INFORMATION a) Significant and Material Orders
passed by any Authorities
There are no significant or material orders passed by the Regulators or
Courts or Tribunals which impacts the going concern status of the Company and its future
operations. b) Material Changes and Commitments affecting financial position of the
Company
During the year under review the Company has acquired
Reliance Commercial Finance Limited ("RCFL") as certain
Lenders of the Company (Banks and other Financial
Institutions) have entered into an Inter-Creditor Agreement (ICA) for
arriving at the debt resolution plan in accordance with the circular dated June 7, 2019
issued by the Reserve Bank of India on Prudential Framework for Resolution of Stressed
Assets. Lenders have selected Authum Investment and Infrastructure Limited as the
successful Bidder to acquire the Company and / or all its assets through a competitive
bidding process after several rounds of negotiations between the bidders and the Lenders.
Hon'ble Supreme Court of India by the order dated August 30, 2022 has approved the
Resolution utilization of the Plan and Company along with its Lenders and successful
Resolution Applicant has executed the Resolution Plan. Pursuant to the above, Reliance
Commercial Finance Limited is a Wholly Owned Subsidiary of Authum w.e.f. October 14, 2022.
Further, the Company through its wholly owned subsidiary viz. RCFL has
acquired Business Undertaking of Reliance Home Finance Limited (RHFL') on a
slump sale and going concern basis pursuant to the approved Resolution Plan of RHFL being
conducted by the Financial Creditors of RHFL in terms of RBI Circular No. RBI/2018-19/
203, DBR.No.BP.BC.45/21.04.048/2018-19 dated June 7, 2019 on Prudential Framework for
Resolution of Stressed Assets and the order of Hon'ble Supreme Court of India dated
March 3, 2023.
APPRECIATION
Your Company has been able to perform better with the continuous
improvement in all functions and areas which coupled with an efficient resources led to
sustainable and profitable growth of the Organization. Your Directors express their deep
sense of appreciation and extend their sincere thanks to every employee and associates for
their dedicated and sustained contribution and they look forward the continuance of the
same in future.
ACKNOWLEDGEMENTS
The Directors would like to place on record their gratitude for the
valuable guidance and support received from the Reserve Bank of India, the Securities and
Exchange Board of India, the Registrar of Companies, and other government and regulatory
agencies and to convey their appreciation to the Members, bankers, lenders, vendors and
all other business associates for the continuous support given by them to the Company. The
Directors also place on record their appreciation of all the employees of the Company for
their commitment, commendable efforts, team work and professionalism.
|
For and on behalf of the Board of
Director |
|
|
Amit Dangi |
Sanjay Dangi |
Place: Mumbai |
Whole Time Director |
Director |
Date: August 4, 2023 |
DIN: 06527044 |
DIN: 00012833 |
|