2. FINANCIAL HIGHLIGHTS & OPERATIONS
The Key highlights pertaining to the business of the company for the year 2022-23 and
period subsequent there to have been given hereunder:
Your directors are pleased to report that for the year under review, your Company has
been able to achieve a net turnover of Rs. 1352.19 Lacs in the year 2022-23 as compared to
Rs. 546.47 Lacs in the previous year. The Company has earned a net profit of Rs.92.50 Lacs
as compared to Rs. 55.37Lacs in the previous year.
The Directors trust that shareholders will find the performance of the company for the
financial year 2022-23 to be satisfactory. The Earning per share (EPS) of the company is
Rs.
0.87 per share (Basic) and Diluted EPS is Rs. 0.87 per share.
3. CHANGE IN THE NATURE OF THE BUSINESS
During the year, there is no change in the nature of the business of the Company.
4. PUBLIC DEPOSITS
During the financial year 2022-23, the Company has not accepted any deposit within the
meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies
(Acceptance of Deposits) Rules, 2014 and Non Banking Financial Companies - Acceptance of
Public Deposits (Reserve Bank) Directions, 2016.
5. BORROWINGS
The Company had also availed financial facilities from Banks/Financial
Institution/Directors & their relatives during the financial year.
6. FUTURE OUTLOOK:
Your Company is very well positioned to take advantage of ever increasing demand for
the personal loans, business loans, education loans, loan against property, residential
& commercial loan. So in this way, your Directors are hopeful to achieve better
results in the coming years.
Further the company has started digital platform for granting loan facility to eligible
borrowers which are in progress till date of report. So that the Company can maintain
quality and many other benefit from various angle.
7. APPROPRIATIONS:
0 DIVIDEND:
In order to conserve the reserves, the management of the Company does not propose to
declare any dividend for the financial year ended 31st March 2023.
0 TRANSFER TO RESERVE:
As per Section 45IC of the Reserve Bank of India Act, 1934, the Company created a
reserve fund and transferred therein a sum of 20% of its net profit.
Transfer to reserve fund Under section 45-IC (1) of Reserve Bank of India Act, 1934,
nonbanking financial companies (NBFCs) are required to transfer a sum not less than 20% of
its net profit every year to reserve fund before declaration of any dividend. Accordingly,
the Company has transferred a sum of Rs. 18.60 Lacs to its Statutory reserve fund.
8. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT:
There are no other material changes and commitments occurred which affect the financial
position of the Company between the end of the financial year and date of report.
9. LISTING:
The Company is listed on Bombay Stock Exchange and is regularly complying with SEBI
(LODR) Regulations, 2015.
10. DEMATERIALIZATION OF SHARES
The securities of the Company are admitted with NSDL and CDSL, the ISIN allotted to the
Company is INE964R01013.
11. CAPITAL STRUCTURE
The Authorized Share Capital as at 31st March, 2023 stood at INR
15,00,00,000/- (Indian Rupees Fifteen Crore only) divided into 15000000 (One Crore Fifty
Lakh) equity shares of INR 10/- (Ten) each and the paid up Equity Share Capital as at
March 31, 2023 stood at INR 10,68,57,280/- (Indian Rupees Ten Crore Sixty Eight Lakh Fifty
Seven Thousand Two Hundred and Eighty only) divided into 10685728 (One Crore Six Lakh
Eighty Five Thousand Seven Hundred Twenty Eight only) equity shares of INR 10/- (Ten)
each.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the financial year 2022-23 following changes in directorship were made:
The following Directors were appointed as Director or resigned from the post of
Directors:
The Board at its meeting held on Monday, 10th October, 2022:
1. Appointed Mr. Kamal Kumar (DIN: 03050458) as Additional and Independent Director
w.e.f. 10th October, 2022 for a period of 5 Years. He was regularized from
Additional Director to Independent Director vide Members'approval by Postal Ballot process
on 4th March, 2023.
2. Designation of Mr. Vishal Rai Sarin (DIN: 08758350) was changed from Director of the
Company to Whole-Time Director of the Company w.e.f. 10th October, 2022.
13. CHANGES IN THE KMPS DURING THE YEAR
1. Mr. Vishal Rai Sarin (PAN:APJPS0737C)resigned from the post of Chief Financial
Officer of the Company w.e.f. 10th October, 2022.
2. Appointed Ms. Nancy Sharma (PAN: HUVPS1597E) as Chief Financial Officer of the
Company w.e.f. 10th October, 2022.
3. Ms. Manisha Sharma resigned from the post of Company Secretary and Compliance
Officer on 31st March, 2023.
14. DISCLOSURE OF MEETINGS OF BOARD OF DIRECTORS
The board met 10 (Ten) times during 2022-23. The details of the same are as follows:
Details of Investor's grievances / Complaints:
4 (four) Investor complaints were received and resolved during the year. The pending
complaints of the Shareholders/Investors registered with SEBI at the end of the current
financial year ended on 31st March, 2023 are NIL.
There were no pending requests for share transfer/dematerialization of shares as of 31st
March 2023.
15. MEETING OF INDEPENDENT DIRECTORS:
The independent directors of company met one time during the year on Wednesday, 10th
August, 2022 where all the independent directors were present under the requirement
of Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
16. DECLARATION BY INDEPENDENT DIRECTORS:
A declaration from Mr. Jenish Pankajkumar Shah, has been received confirming that he
meets the criteria of Independence as prescribed under Section 149(6) of the Act read with
Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and
Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations"). However, his name is not included in the
Databank of Independent Directors as prescribed under Rule 6(3) of the Companies
(Appointment and Qualification of Directors) Rules, 2014.
A declaration from Mr. Gurinder Singh Sandhu, has been received confirming that he
meets the criteria of Independence as prescribed under Section 149(6) of the Act read with
Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and
Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations"). However his names is not included in the
Databank of Independent Directors as prescribed under Rule 6(3) of the Companies
(Appointment and Qualification of Directors) Rules, 2014.
A declaration from Mr. Sunil Jindal, has received confirming that he meets the criteria
of Independence as prescribed under Section 149(6) of the Act read with Rule 5 of the
Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations"). However, his name is not included in the Databank of
Independent Directors as prescribed under Rule 6(3) of the Companies (Appointment and
Qualification of Directors) Rules, 2014.
A declaration from Mr. Kamal Kumar has been received confirming that he meets the
criteria of Independence as prescribed under Section 149(6) of the Act read with Rule 5 of
the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation
16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations"). However, his name is not included in the Databank
of Independent Directors as prescribed under Rule 6(3) of the Companies (Appointment and
Qualification of Directors) Rules, 2014.
The Independent Directors have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act.
17. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
A policy on familiarization program for independent directors has also been adopted by
the Company. All new Independent Directors inducted to the Board are presented with an
overview of the Company's business operations, products, organization structures and about
the Board Constitutions and its procedures.
18. DIRECTOR’S 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
the Section 134(3) (c) of the Companies Act, 2013:
a. That In the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures;
b. That 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 or loss of the Company for the year under review.
c. That 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. That the directors had prepared the annual accounts on a going concern basis.
e. That 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. That the directors had devised proper system to ensure compliance with the
provisions of all applicable laws and that such system were adequate and operating
effectively.
19. PREVENTION OF SEXUAL HARASSMENT POLICY
The Company has in place a Prevention of Sexual Harassment policy in line with the
requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. During the year under review the
Committee/Management has not received any complaint related to Sexual Harassment.
20. AUDITORS
a. Statutory Auditors:
Appointment of Statutory Auditors:
M/s. Sunil K Sharma & Associates, Chartered Accountants, Chandigarh (Firm Reg. No.
029335N) were appointed on 21st January, 2019 as Statutory Auditors of the
Company to hold the office from the conclusion of 26th Annual General Meeting
till 31st Annual General Meeting of the Company to be held in the year 2024.
There are no qualifications made by M/s. Sunil K Sharma & Associates, Chartered
Accountants, the Statutory Auditors of the Company, in their report.
b. Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Act, the Board has appointed M/s A.K.
Nandwani & Associates, Practicing Company Secretaries as Secretarial Auditors of the
Company on 31st March, 2023 to undertake secretarial audit of the Company.
A report from the Secretarial Auditor in the prescribed Form MR-3 is ANNEXURE- I which
forms part of the Directors Report. However, there are certain observation and same is
mentioned in the Secretarial Audit, which are self-explanatory and therefore, do not call
for any further explanation or comments from the Board under Section 134(3) of the
Companies Act, 2013.
c. Internal Auditor:
In terms of Section 138 of the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014, the board has appointed Ms. Nancy Sharma, as Internal Auditor of the Company.
The Company continued to implement his suggestions and recommendations to improve the
control environment. Their scope of work includes review of processes 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. Internal Auditor's
findings are discussed with the process owners and suitable corrective actions taken as
per the directions of Audit Committee on an ongoing basis to improve efficiency in
operations.
d. CostAuditors:
The Company has not appointed the Cost Auditor as pursuant to Section 148 of the
Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules,
2014, the cost audit is not applicable to the Company.
21. SECRETARIAL STANDARDS
Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and
Secretarial Standard on General Meetings (SS-2) whenever it has applicable.
Your Company will comply with the other Secretarial Standards issued by the Institute
of Company Secretaries of India (ICSI) as and when they are made mandatory.
22. EVALUATION OF BOARD’S PERFORMANCE
In compliance with the provisions of the Companies Act, 2013 ('the Act') and SEBI
(LODR) Regulations, 2015, the Board during the year adopted a formal mechanism for
evaluation of its performances as well as that of its committees and individual Directors,
including the Chairman of the Board. A structured mechanism was prepared after taking into
consideration inputs received from the Directors, covering various aspects of the Board's
functioning such as adequacy of the composition of the Board and its Committees, Board
culture, execution and performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors
including the Chairman of the Board, who were evaluated on parameters such as level of
engagement and contribution, independence of judgment, safeguarding the interest of the
Company and its minority shareholders, etc. The performance evaluation of the Independent
Directors was carried out by the entire Board. The performance evaluation of the Chairman
and the Non-Independent Directors was carried out by the Independent Directors. The
Directors expressed their satisfaction with the evaluation process.
23. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no unpaid/unclaimed Dividend declared and paid last year, the
provisions of Section 125 of the Companies Act, 2013 do not apply.
24. SUBSIDIARIES, IOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company as on 31st
March, 2023. Hence, 'Form AOC-1' is not applicable.
25. CLASSES OF SHARES
As on date, the Company has only one class of share capital i.e. Equity Shares of INR
10/- each.
26. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The internal Audit functions reports to the Chairman of the
Audit Committee and to Chairman/Managing Director of the Company.
The Internal Audit monitors and evaluates the efficiency and adequacy of internal
control systems in the company. It's compliances with operating systems, accounting
procedure and policies at all locations of the Company.
27. INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weakness in the design or operation was observed.
28. RISK MANAGEMENT:
Risk Management is the systematic process of understanding, measuring, controlling and
communicating organization's risk exposures while achieving its objectives. Risk
Management is an important business aspect in the current economic environment and its
objective is to identify, monitor and take mitigation measures on a timely basis in
respect of the events that may pose risks for the business. The Company's risk management
strategy is to identify, assess and mitigate any significant risks. We have established
processes and guidelines, along with a strong overview and monitoring framework at the
Board and Senior Management levels.
29. RELATED PARTIES TRANSACTIONS:
There were no any materially significant related parties' transaction with promoters
and directors which were in conflict with the interest of the Company attracting the
provision of Section 188 of the Companies Act, 2013 during the financial year. Thus
disclosure in Form AOC- 2 is not required.
30. EXTRACT OF ANNUAL RETURN:
The details of Annual return is available on the website of the company at the website
of the Company
31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The company has given loan or provided any guarantee or made any investment covered
under Section 186 of the Companies Act 2013 during the year in its ordinary course of
business and has complied with the provisions of the Act.
Details on loans or investments are mentioned in Notes to financial statements of this
Annual Report. (Refer Note. 04 for investments and Note 03 for loans given of the attached
financial statements for the financial year 2022-23). The Company has neither provided any
security nor given any guarantee on behalf of a third party.
32. CORPORATE GOVERNANCE:
The provision of Regulation 27 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is applicable to Company and thus the Corporate Governance
Report, enclosed as "ANNEXURE- II" forms part of this Report.
33. PARTICULARS OF EMPLOYEES:
No employee of the Company was in receipt of the remuneration exceeding the limits
prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, hence no information as required under the provisions of Section
197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 are provided in this report.
34. DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:
Your Company has zero tolerance towards any action on the part of any executive which
may fall under the ambit of 'Sexual Harassment' at workplace and is fully committed to
uphold and maintain the dignity of every women executive working in your Company. The
Sexual Harassment Policy provides for protection against sexual harassment of women at
workplace and for prevention and redressal of such complaints.
During the year under review, there were no complaints pending as on the beginning of
the financial year and no new complaints were filed during the financial year under
review.
35. PARTICULARS OF ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:
Since, the Company is an Investment Company and did not carry any manufacturing
activities and the Company has neither used nor earned any foreign exchange during the
year under review. Hence, no particulars as per Section 134(3)(m) read with Rule 8(3) of
The Companies (Accounts) Rule, 2014 are being furnished under this head.
36. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management's Discussion and Analysis Report for the year under review, as
stipulated under Regulation 34(2) (e) of the Listing Regulations is given as an "ANNEXURE
-III' to this report.
37. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES:
The Company's Policy relating to appointment of Directors, payment of Managerial
remuneration, Directors' qualifications, positive attributes, independence of Directors
and other related matters as provided under Section 178(3) of the Companies Act, 2013 is
furnished in "ANNEXURE - IV" forming part of the Annual Report.
38. CORPORATE SOCIAL RESPONSIBILITY POLICY:
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable.
39. SUMS DUE TO MICRO, SMALL & MEDIUM ENTERPRISES:
No amount for payment towards principal and interest was pending towards Micro, Small
& Medium Enterprises as on 31st March, 2023.
40. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177 (9) of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of
Directors of the Company has established vigil mechanism/Whistle Blower Policy for
Directors and employees of the Company to report genuine concerns regarding unethical
behaviour, actual or suspected fraud or violation of the Company's code of conduct and
ethics Policy. The said mechanism also provides for direct access to the Chairperson of
the Audit Committee in appropriate or exceptional cases.
The Board of Directors of the Company frequently reviews the vigil mechanism/whistle
blower policy in order to ensure adequate safeguards to employees and Directors against
victimization. During the year under review, no personnel of the Company approached the
Audit Committee on any issue falling under the said policy.
41. PREVENTION OF INSIDERTRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate in securities by the Directors and designated employees of the Company. The
Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase
or sale of Company shares by the Directors and the designated employees while in
possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code. All Board of Directors and the designated employees have
confirmed compliance with the code.
42. CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day to day business operations of
the Company. The Company believes in "Zero Tolerance" against bribery,
corruption and unethical dealings / behaviors of any form and the Board has laid down the
directives to counter such acts. The code laid down by the Board is known as "code of
business conduct" which forms an Appendix to the Code.
A declaration signed by the Company's Managing Director for the Compliance of these
requirements is furnished in "ANNEXURE - V" forming part of the Annual
Report.
43. MANAGING DIRECTOR & CFO CERTIFICATION:
The Managing Director and/or CFO of the company are required to give an Annual
Certificate on compliance with Financial Reporting and internal controls to the board in
terms of Regulation 17(8) of SEBI (LODR) Regulations, 2015 and Certificate On Financial
Results while placing the Annual financial results before the board in terms of Regulation
33 of SEBI (LODR) Regulations, 2015 of and same is published in this report as "ANNEXURE-VI".
44. INDUSTRIAL RELATIONS:
During the year under review, your Company enjoyed cordial relationship with employees
at all level.
45. GENERAL DISCLOSURES:
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under
review:-
a. Issue of equity shares and differential rights as to dividend, voting or otherwise.
b. Issue of Shares (including sweat equity shares) to employees of the Company under
any scheme.
c. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future.
46. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 fIBC):
No CIRP process is initiated against the company under IBC 2016.
ACKNOWLEDGEMENTS:
Your Directors place on record their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Companies activities during the year under review. Your Directors also acknowledge
gratefully the shareholders for their support and confidence reposed in your Company.