Your Directors are pleased to present their 28th Annual Report the business, operations and state of affairs of the Company together with the audited accounts of your Company for the Financial Year ended 31st March, 2024.
The performance highlights and summarised financial results of the Company are given below:
FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
The financial performance of your Company for the year ended 31st March, 2024 is summarised below:
|
Amount in C (lakhs)
|
|
Particulars
|
2023-24
|
2022-23
|
|
Total Income
|
19,163.22
|
13,384.89
|
|
Employee Benefit Expenses
|
3,842.41
|
2,799.86
|
|
Finance cost
|
8,186.89
|
5,661.89
|
|
Depreciation and amortization expense
|
449.05
|
444.64
|
|
Impairment on financial instruments
|
1,135.95
|
831.52
|
|
Other Expenses
|
1,683.76
|
1,545.14
|
|
Total Expenses
|
15,298.06
|
11,283.05
|
|
Profit Before Tax
|
3,865.16
|
2,101.84
|
|
Tax expense:
|
747.35
|
580.42
|
|
Profit After Tax
|
3,117.81
|
1,521.42
|
|
Statutory Reserve as per Sec 45IC of RBI Act, 1934
|
623.56
|
304.28
|
The financial statements for the financial year under review, forming part of this Annual Report, have been prepared in accordance with IND-AS notified under Section 133 of the Companies Act, 2013 ('the Act') and the Master Directi on-Non-Banking Financial Company-Non-Deposit taking Company (Reserve Bank) Directions, 2016 dated September 1, 2016 ('RBI Directions') as amended from time to time. During the financial year under review, our Company continued its focus on its lending activities and posted total income and net profit of C19,163.22 lakhs and C3,117.81 lakhs as against C13,384.89 lakhs and C1,521.42 lakhs, respectively, in the previous year.
THE PROPOSED AMOUNTS TO CARRY TO ANY RESERVES (section 134 (3j]]
Pursuant to section 45-IC(1) of Reserve Bank of India ('RBI') Act, 1934, every non-banking financial company ('NBFC') is required to transfer a sum not less than 20% of its net profit every year to reserve fund. Accordingly, for the year under review, the Company has transferred an amount of C623.56 lakhs to its Reserve Fund. Pursuant to provisions of Companies Act, 2013 (the 'Act') read with relevant rules thereunder, the Company, being an NBFC, is exempt from transferring any amount to debenture redemption reserve in respect of privately placed debentures. However, the Company maintains sufficient liquidity margin to fulfil its obligations arising out of debentures. In case of secured debentures, an asset cover of over 100% is always maintained.
Capital Adequacy Ratio
The Capital to Risk Asset Ratio (CRAR) as on March 31, 2024 stood at 25.11%
OPERATIONAL REVIEW
During the financial year under review, your Company continued its focus on its business and posted total income and PBT of C 19,163.22 lakhs and C 3,865.16 lakhs against C 13,384.89 lakhs and C 2,101.84 lakhs respectively, in the previous year. Your Company transferred an amount of C 623.56 lakhs to Reserve Fund pursuant to Section 45-IC of the RBI Act, 1934.
DIVIDEND
Your Directors have recommended reinvesting the profits into the business of the Company in order to build a strong reserve base for the long-term growth of the Company. Your Company has formulated a Dividend payout policy as per the applicable regulations for bringing transparency in the matter of declaration of dividend and to protect the interest of investors. In line with the Company's dividend payout policy and applicable regulations, your Directors have not recommended any dividend for fiscal 2024 (fiscal 2024: Nil).
STATE OF COMPANY'S AFFAIRS
The operating and financial performance of the Company has been given in the Management Discussion and Analysis Report which forms part of this Annual Report. During the year under review, there has been no change in the nature of business of the Company.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no amount lying w.r.t unpaid/unclaimed Dividend, the provisions of Section 125 of the Companies Act, 2013 does not apply. Further, there was no amount due to be
transferred to IEPF in respect to secured redeemable nonconvertible debentures and interest thereon by the Company.
SHARE CAPITAL
Increase in the share capital during the year under review, the paid-up share capital of the Company increased from C12,55,64,700 divided into 1,25,56,470 equity shares of C10/-each to C37,66,94,100 divided into 3,76,69,410 equity shares of C10/- each consequent to issue of 2,51,12,940 bonus equity shares of C10/- each. The issued, subscribed and paid-up Equity Share Capital as on 31st March, 2024 was C37,66,94,100 comprising of 3,76,69,410 Equity Shares of the face value of C10/- each. The equity shares issued shall be rank pari-passu in all respect (including dividend) with the existing equity shares in the Company.
During the year under review, the Company has neither issued shares with differential rights as to dividend, voting or otherwise, nor has issued sweat equity, as on 31st March, 2024, none of the Directors of the Company holds instruments convertible into Equity Shares of the Company.
|
Particulars
|
As at March 31, 2024
|
As at March 31, 2023
|
|
Authorised Share Capital
|
C55,00,00,000/-
|
C15,00,00,000/-
|
|
Equity Shares
|
C54,90,00,000/-(5,49,00,000 equity Shares of C10/- each)
|
C14,90,00,000/-(1,49,00,000 equity Shares of C10/- each]
|
|
Preferential Shares
|
C10,00,000/-(1,00,000 preference shares of C 10/-each)
|
C10,00,000/-(1,00,000 preference shares of C 10/-each)
|
|
Total
|
C55,00,00,000/-
|
C15,00,00,000/-
|
|
Issued, subscribed and fully paid-up
|
C 37,66,94,100 /-(3,76,69,410 equity shares of C 10/-each)
|
C 12,55,64,700/-(1,25,56,470 equity shares of C 10/-each)
|
|
Total
|
C 37,66,94,100 /-
|
C 12,55,64,700 /-
|
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The composition of the Board is in compliance with the applicable provisions of the Companies Act, 2013, ("Act") and the rules framed thereunder, guideline(s) issued by the Reserve Bank of India and other applicable laws inter alia with respect to appointment of women director, non-executive director(s) and independent director(s).
As on March 31, 2024, the Board of Directors of the Company are as follows:
|
S No
|
Name of Director
|
Designation
|
DIN
|
|
1.
|
Anshu Shrivastava
|
Chairman & Independent Director
|
06594455
|
|
2.
|
Manish K. Shah
|
Managing Director
|
00979854
|
|
3.
|
Nikita M. Shah
|
Wholetime Director
|
00171306
|
|
4.
|
Monil M. Shah
|
Wholetime Director
|
07054772
|
|
5.
|
Jay Mota
|
Wholetime Director & Chief Financial Officer
|
03105256
|
|
6.
|
Neelam Tater
|
Independent Director
|
07653773
|
|
7.
|
Abhinav Sharma
|
Independent Director
|
07641980
|
The following changes in the Directors and Key managerial personnel took place during the year under review:
A. Change in Directors
• Appointment
a. Mr. Jay Mota (DIN: 03105256) who was appointed as an Additional Director of the Company from 13-022023, have been appointed as Whole-Time Director after shareholders approval in the AGM held on 30-09-2023.
b. Ms. Neelam Tater is appointed as an Independent Director In Extra Ordinary General Meeting held on 04-01-2024 pursuant to section 149 of Companies Act, 2013 for a term of five three consecutive years.
• Resignation
a. Mr. Kirit Shah had resigned from the directorship on 17-01-2024.
• Redesignation
a. Mr Anshu Shrivastava was appointed as Chairman on 17-01-2024.
b. Mr. Monil Shah, Mr. Jay Mota and Ms. Nikita Shah were redesignated as Whole Time Director on 28-12-2023.
B. Director(s) Liable to Retire by Rotation.
I n accordance with the provisions of the Companies Act, 2013 read along with the applicable Companies (Appointment and Qualification of Directors) Rules, 2014, Ms. Nikita M. Shah, retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers herself for re-appointment.
C. Key Managerial Personnel
Mr. Manish K. Shah, Managing Director, Mr. Jay K. Mota, Chief Financial Officer and Ms. Bhavisha A. Jain, Company Secretary are the Key Managerial Personnel of the Company pursuant to the provisions of Section 203 of the Companies Act, 2013.
During the year under review, the composition of Key Managerial Personnel remains unchanged.
POLICY ON APPOINTMENT OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL
In terms of Section 178 of the Companies Act, 2013 read with rules framed thereunder and the RBI Master Directions, as amended, your Company has adopted, 'Policy on "Fit & Proper" Person Criteria' for appointment of Directors and Senior Management Personnel of the Company which forms part of Nomination & Remuneration Policy of the Company. The said Policy is available on the website of the Company viz. www. manbafinance.com
DIRECTOR(S) DISCLOSURE
Based on the declarations and confirmations received in terms of the applicable provisions of the Act, circulars, notifications
and directions issued by the Reserve Bank of India and other applicable laws, none of the Directors of your Company are disqualified from being appointed as Directors of the Company. The Company has received necessary declarations from the Independent Directors, affirming compliance with the criteria of independence laid under the provisions of Section 149(6) and sub rule 3 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 of the Act.
Your Board of Directors is of the Opinion that Independent Directors appointed / re-appointed during the year under review have the required integrity, expertise and experience (including the proficiency) as required under the applicable laws.
BOARD EVALUATION
Pursuant to provisions of the Companies Act, 2013, the Board has carried out an Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees of the Board of Directors.
A structured questionnaire designed for the performance evaluation of the Board, its Committees, Chairman and individual directors and in accordance with the criteria set and covering various aspects of performance including structure of the board, meetings of the board, functions of the board, role and responsibilities of the board, governance and compliance, conflict of interest, relationship among directors, director competency, board procedures, processes, functioning and effectiveness was circulated to all the directors of the Company for the annual performance evaluation. Based on the assessment of the responses received to the questionnaire from the directors on the annual evaluation of the Board, its Committees, the Chairman and the individual Directors, a summary of the Board Evaluation was placed before the meeting of the Independent Directors for consideration.
Similarly, the Board at its meeting assessed the performance of the Independent Directors. The Directors were satisfied with the results of the performance evaluation of the Board & its Committees, Chairman and individual directors.
The Board has completed the annual evaluation of its own performance, the individual Directors (including the Chairman) as well as an evaluation of the working of all Board Committees. The Board of Directors was assisted by the Nomination and Remuneration Committee ("NRC"). The performance evaluation was carried out by seeking inputs from all the Directors/ Members of the Committees.
MEETING OF INDEPENDENT DIRECTORS
A separate meeting of Independent Directors of your Company was held on 11-07-2023 without the presence of the NonExecutive Chairman, the Managing Director, the Whole-time Director and the management team of the Company. The meeting was attended by all the Independent Directors.
SUBSIDIARIES / JOINT VENTURE / ASSOCIATE COMPANIES
Your Company does not have any Subsidiary, Joint Venture or Associate Companies in accordance with the provisions of the Act, and hence, disclosure regarding the same is not applicable.
However the Company is associate Company of Manba Investments and Securities Private Limited.
HUMAN RESOURCE:
Intellectual Capital is the most valuable asset in modern business environment. Recognizing the fact, the Company gives much importance to Human Resources Development and Management in the organization. Being a service industry, the key resource is manpower. Your Company emphasizes on imparting effective and continual training to its employees in a planned and systematic manner, to acquire and sharpen capabilities required to perform various functions associated with their present/ expected future roles in the business of the Company. Human Resource Management plays a very important role in realizing the Company's objective. The Company is managed by the active involvement of the promoters along with strategic inputs from a well-diversified and competent board. As on March 31, 2024 the company had 1338 employees on its rolls at various organizational levels. MFL believes it's employees are important pillars of success. It offers them a nurturing environment and a merit-based, rewarding work culture.
Company is professionally managed with senior management personnel having rich experience and long tenure with the Company. Your Company has laid down a Training policy, which:
i. Enables the Company to train new employees that is necessary to ensure steady expansion of business by way of opening of large number of branches and operating units, viz. regional offices, zonal offices etc.
ii. Helps employees to adapt to changing business environment, demand and expectation of customers, competition, advances in technology.
iii. Helps the Company in improving the quality of service with professional approach which ensures customer satisfaction management.
iv. Helps the Company in evolving a culture of business and participative management.
v. As per the Training Policy all categories of staff members should receive training in matters, including:
Induction training at the time of entry into service and refresher program within 6 months of joining service.
Your Company is committed to maintain the highest standards of health, safety and security for its employees and business associates and to operate in a healthy and safe environment.
Your Directors place on record the appreciation of effort and dedication of the employees in achieving good results during the year under review.
COMPLIANCE MONITORING & REPORTING TOOL
In terms of provisions of Section 134(5)(f) of the Act, the Company has put in place a Compliance Management System for effectively tracking and managing critical action items related to regulatory and internal compliance requirements.
FINANCE & CREDIT RATINGS
Finance:
During the year under review, Your Company raised funds from various public/private sector banks, and financial institutions. The Company continued to borrow funds inter alia by issue of and Non-Convertible Debentures, term loan(s) from banks/ financial institutions etc. Details in this regard are stated and more particularly mentioned in the Audited Financial Statements.
DEBT SECURITIES:
The Company has issued listed and unlisted new Non- Convertible Debentures.
|
Sr.No
|
Particulars
|
No. of Debentures
|
Face Value of Debenture
|
Aggregating Value
|
| |
Vardhaman Trusteeship Limited acting in its
|
|
|
25,00,00,000 (C Tweenty Five Crores)
|
|
1
|
capacity as the trustee of Northern Arc Capital Limited
|
2500
|
100000
|
|
2
|
Vardhaman Trusteeship Limited acting in its
|
2500
|
100000
|
25,00,00,000
|
|
capacity as the trustee of IKF Finance Limited
|
(C Tweenty Five Crores)
|
| |
Vardhaman Trusteeship Limited acting in its
|
|
|
50,00,00,000 (C Fifty Crore)
|
|
3
|
capacity as the trustee of Northern Arc Capital Limited
|
5000
|
100000
|
| |
Vardhaman Trusteeship Limited acting in its
|
|
|
25,00,00,000 (C Tweenty Five Crores)
|
|
4
|
capacity as the trustee of Northern Arc Capital Limited
|
2500
|
100000
|
| |
Vardhaman Trusteeship Limited acting in its
|
|
|
20,00,00,000 (C Tweenty Crores)
|
|
5
|
capacity as the trustee of Blacksoil Capital Private Limited
|
2000
|
100000
|
| |
Vardhaman Trusteeship Limited acting in its
|
|
|
35,00,00,000 (C Thirty Five Crores)
|
|
6
|
capacity as the trustee of Northern Arc Capital Limited
|
3500
|
100000
|
CREDIT RATING
The Company has been assigned A- by Acuite Ratings and Resarch Limited.
DEPOSITS
The Company being a "Non-Deposit Accepting Non-Banking Financial Company", provisions of Section 73 and Section 74 of the Act read with Rule 8(5)(v) & (vi) of the Companies (Accounts) Rules, 2014, are not applicable to the Company.
During the year under review, the Company had neither accepted nor held any deposits from the public and shall not accept any deposits from the public without obtaining prior approval from the Reserve Bank of India.
ANNUAL RETURN
Pursuant to the provisions of section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the company as on 31st March, 2024 once prepared shall be disclosed on the Company's website at www. manbafinance.com, Annual return as on 31st March, 2024 in form MGT-7 shall be available on the website of the Company viz. www.manbafinance.com.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES AND POLICY ON RELATED PARTY TRANSACTIONS
The Company has not entered into any contracts or arrangements or transaction with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 which are not at arm's length basis during the year under review. Policy on Related Party Transactions is placed on the website of the Company at www.manbafinance.com under policy section.
The details of material contracts or arrangement or transactions, report on arm's length transactions entered into by the Company during the period attached to and forming part of this report and annexed to this report is given as Annexure II to this Report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has not made any investment through not more than two layers of investment companies during the year under review. Further your Company has not directly or indirectly
a) given any loan to any person or other body corporate other than usual advances envisaged in a contract of services or as a part ofordinary course of business, if any;
b) given any guarantee or provide security in connection with a loan to any other body corporate or person and
c) acquired by way of subscription purchase or otherwise, the securities of any other body corporate exceeding sixty percent of its paid-up share capital, free reserve and securities premium account or one hundred percent of its free reserves and securities premium account whichever is more.
INTERNAL FINANCIAL CONTROL SYSTEMS
The Company has an Internal Control System which is commensurate with the size, scale and complexity of its operations. The Internal Audit Team monitors the efficiency and efficacy of the internal control systems in the Company, compliance with operating systems/accounting procedures and policies of the Company. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. The Internal Audit Team directly reports to the Audit Committee of the Company. The Audit Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations including those relating to strengthening of the Company's risk management policies and systems. The Audit Committee oversees the functioning of the audit team and reviews the effectiveness of internal control at all levels apart from laying down constructive suggestions for improving the audit function in the Company. The present reporting structure ensures independence of the internal audit function and embodies best corporate governance practices.
The Company had formed various Committees such as Risk Management Committee, Asset Liability Management Committee and Audit Committee and for the proper administration of the day-to-day functioning. Stakeholders relationship Committee, Nomination and Remuneration Committee Corporate Social Responsibility Committee, IT strategy Committee, and Administation Committee have also been formed
COMMITTEE OF THE BOARD
During the year under review, such controls were tested by the Internal Audit Department of the Company and no material weaknesses in the design or operations were observed. The Statutory Auditors have reviewed the said test results and found them to be effective.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO a| Conservation of energy
The Company is engaged in the financial services sector and therefore conservation of energy, technology absorption etc. have a limited application. However, the Company follows a practice of purchase and use of energy efficient electrical and electronic equipment and gadgets in its operations.
b| Technology absorption
During the period under review there was no major technology absorption undertaken by the Company.
c| Foreign Exchange Earnings and Outgo
The particulars regarding foreign exchange earnings and outgo appear as separate item in the notes to the Financial Statements. Since the Company does not carry any manufacturing activities, particulars to be disclosed with respect to conservation of energy and technology absorption under section 134(3) (m) of the Companies Act, 2013 read with Companies Accounts Rules, 2014 are not applicable.
RISK MANAGEMENT
The Company prioritises risk management to protect the interest of customers, colleagues, shareholders, and the Company while ensuring sustainable growth. Our risk management framework aligns with industry standards, and a strong control framework forms the foundation for effective risk management. The Risk Management Committee identifies major risk classes, including Credit, Market, legal and regulatory, operational, liquidity, interest rate, cyber security, information technology, strategic, and economic risks. In today's economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Company's risk management is embedded in the business processes.
Risk is everyone's responsibility and every team member is required to comply with applicable laws, regulations, and Company policies. The Board holds management accountable for establishing and maintaining the right risk culture and effectively managing risk.
THE REMUNERATION POLICY, DISCLOSURE OF REMUNERATION S PARTICULARS OF EMPLOYEES
In terms of Section 178 of the Companies Act, 2013, your Board have adopted a 'Nomination and Remuneration Policy' inter-alia setting out the criteria for deciding remuneration of Executive Directors, Non-Executive Directors, Senior Management Personnel and other Employees of the Company. The said Policy is available on the website of the Company at www.manbafinance.com
In terms of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures with respect to the remuneration of Directors, Key Managerial Personnel and Employees of the Company have been provided at Annexure to this Report.
In terms of Section 197 of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement relating to particulars of employees of the Company is available for inspection by the Members at the Registered Office of the Company during business hours on working days. A copy of this statement may be obtained by the Members by writing to the Company Secretary of the Company. The Board hereby confirm that the remuneration paid to the Directors is as per the Remuneration Policy of the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Company's Corporate Social Responsibility (CSR) activities are guided and monitored by its CSR Committee. The CSR Policy of the Company provides a broad set of guidelines including intervention areas. In the areas of preventive health care and promoting educations etc., Company has spent C 32,50,000 /- (Rupees Thirty Two Lakhs and Fifty Thousand) for CSR activities. A report Pursuant to Section 135 of the Act & Rules made thereunder is annexed to this report. The details of the same is enclosed as Annexure V to this Report as mandated under the said Rules. The Policy adopted by the Company on Corporate Social Responsibility (CSR) is placed on the website of the Company at www.manbafinance.com
WHISTLE BLOWER / VIGIL MECHANISM
During the reporting financial year, the Company reviewed Whistle Blower Policy and established the necessary vigil mechanism for Directors and Employees to report concerns about unethical behaviour. The mechanism provides for adequate safeguards against victimisation. The Whistle Blower Policy has been placed on the website of the Company at www. manbafinance.com.
This vigil mechanism of the Company is overseen by the Audit Committee and provides adequate provisions protecting Whistle blowers from unfair termination and other unfair prejudicial and employment practices.
During the year under review, the Company has not received any whistle blower complaint.
MANAGEMENT DISCUSSIONS AND ANALYSIS
The Management Discussion and Analysis is annexed herewith as Annexure I to this Report
CORPORATE GOVERNANCE
The Company's philosophy on Corporate Governance envisages the attainment of the highest levels of transparency, accountability and equity, in all facets of its operations and in all interactions with its stakeholders. The Company believes that all its operations and actions must serve the underlying goal of enhancing long-term shareholder value. In the commitment to practice sound governance principles, Company is guided by its core principles viz. Transparency, Disclosures, Empowerment and Accountability, Compliances and Ethical Conduct.
BOARD OF DIRECTORS
In terms of the Corporate Governance philosophy all statutory and other significant material information is placed before the Board of Directors to enable it to discharge its responsibility of strategic supervision of the Company as trustees of the Shareholders. The Board currently consists of seven Directors. There are, four Executive Director's including Women Director and 3 Independent and Non-Executive Director's apart from the Managing Director. All the Directors bring a wide range of skills and experience to the board. The Independent Directors have confirmed that they satisfy the criteria prescribed for
an Independent Director as stipulated under the provisions of Section 149(6) of the Companies Act, 2013.
|
List of Director
|
|
S No
|
Name of Director
|
Designation
|
DIN
|
|
1.
|
Anshu Shrivastava
|
Chairman & Independent Director
|
06594455
|
|
2.
|
Manish K. Shah
|
Managing Director
|
00979854
|
|
3.
|
Nikita M. Shah
|
Whole-Time Director
|
00171306
|
|
4.
|
Monil M. Shah
|
Whole-Time Director
|
07054772
|
|
5.
|
Jay Mota
|
Whole-Time Director & Chief Financial Officer
|
03105256
|
|
6.
|
Neelam Tater
|
Independent Director
|
07653773
|
|
7.
|
Abhinav Sharma
|
Independent Director
|
07641980
|
Details of Board meetings
The Board met 40 times in the financial year 2023-2024 viz., on 11th April 2023, 12th May 2023, 20th May 2023, 19th June 2023, 20th June 2023, 13th July 2023, 27th July 2023, 03rd August 2023, 04th August 2023, 11th August 2023, 28th August 2023, 02nd September 2023, 22nd September 2023, 26th September 2023, 26th September 2023, 06th October 2023, 10th October 2023, 21st October 2023, 25th October 2023, 25th October 2023, 30th October 2023, 08th November 2023, 23rd November 2023, 07th December 2023, 27th December 2023, 28th December 2023, 29th December 2023, 17th January 2024, 12th February 2024, 13th February 2024, 14th February 2024, 23rd February 2024, 27th February 2024, 05th March 2024, 06th March 2024, 14th March 2024, 15th March 2024, 16th March 2024, 23rd March 2024, 28th March 2024.
The gap between two Meetings did not exceed one hundred and twenty days.
Committees of Board
In accordance with the applicable provisions of the Act, the circular(s),notification(s) and directions issued by the Reserve Bank of India and the Company's internal corporate governance requirements, the Board has constituted various Committees with specific terms of reference to focus on specific issues and ensure expedient resolution on diverse matters.
The matters pertaining to financial results and auditor's report are taken care of by the Audit Committee and those pertaining to nomination /remuneration of Key Executives and Directors are within the realms of Nomination & Remuneration Committee. The Corporate Social Responsibility (CSR) Committee focuses on compliance of CSR policy and framework by the Company and monitors the expenditure to be incurred by the Company.
The Company Secretary acts as the Secretary for all the aforementioned Committees. The minutes of the meetings of all Committees along with summary of key decision/discussion taken at each Committee, is placed before the Board for discussion / noting /approval.
As at March 31, 2024, the Company has seven Committees of the Board, constituted in accordance with the provisions of the Act viz.,
1. Audit Committee
2. Nomination and Remuneration Committee
3. Corporate Social Responsibility Committee
4. Risk Management Committee
5. Internal Compliant Committee
6. Grievance Redressal Committee.
7. Asset Liability Management Committee
The Board at the time of constitution of each committee fixes the terms of reference and also delegates powers from time to time. Various recommendations of the committees are submitted to the Board for approval.
I. Audit Committee
The Members of Committee possess strong accounting and financial management knowledge. The Committee meets the composition requirement pursuant to the provisions of Section 177 of the Companies Act, 2013.
The details of composition and attendance at the Audit Committee meeting -
|
Name of Members
|
Designation
|
|
Mr. Anshu Shrivastava
|
Chairman
|
|
Mr. Abhinav Sharma
|
Member
|
|
Mr. Manish Shah
|
Member
|
The Audit Committee met 8 (Eight) times during the year on 19th June 2023, 11th August 2023, 08th November 2023, 27th December 2023, 12th February 2024, 13th February 2024, 14th February 2024, 06th March 2024.
II. Nomination and Remuneration Committee
The Nomination and Remuneration Committee is formed in compliance with the provisions of Section 178 of the Companies Act, 2013.
The details of composition and attendance at the Nomination and Remuneration Committee meeting -
|
Name of Members
|
Designation
|
|
Ms. Neelam Tater
|
Chairman
|
|
Mr. Abhinav Sharma
|
Member
|
|
Mr. Anshu Shrivastava
|
Member
|
The Nomination and Remuneration Committee met 3 (Three) times during the year on 11th August 2023, 25th October 2023 and 17th January 2024.
III. Corporate Social Responsibility Committee
As per section 135 of the Companies Act, 2013 the Company had duly constituted a Corporate Social Responsibility (CSR) Committee. The functions of
the Committee include review of corporate social responsibility (CSR) initiatives undertaken by the Company, formulation and recommendation to the Board of a CSR Policy indicating the activities to be undertaken by the Company and recommendation of the amount of expenditure to be incurred on such activities, reviewing and recommending the annual CSR plan to the Board, making recommendations to the Board with respect to the CSR initiatives, monitoring the CSR activities, implementation and compliance with the CSR Policy and reviewing and implementing, if required, any other matter related to CSR initiatives as recommended/suggested by RBI or any other statutory Authority.
The details of composition and attendance at the Corporate Social Responsibility Committee meeting-
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Name of Members
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Designation
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Mr. Anshu Shrivastava
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Chairman
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Mr. Abhinav Sharma
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Member
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Mr. Manish Shah
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Member
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Ms. Nikita Shah
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Member
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The Corporate Social Responsibility Committee met 2 (Two) times during the year on 11th August 2023 and 06th March 2024.
IV. Risk Management Committee
The Risk Management Committee of the Company is formed in Compliance with the Guidelines of Reserve Bank of India on Corporate Governance.
The details of composition and attendance at the Risk Management Committee meeting-
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Name of Members
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Designation
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Mr. Anshu Shrivastava
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Chairman
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Mr. Abhinav Sharma
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Member
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Mr. Monil Shah
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Member
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The Risk Management Committee met 3 (Three) times during the year on 07th June 2023, 11th August 2023 and 06th March 2024.
V. Internal Complaints Committee
In terms of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, ("Sexual Harassment Act") the Board had formulated and adopted a policy on prevention of sexual harassment at work place and takes all necessary measures to ensure a harassment- free workplace and has instituted an Internal Complaints Committee for redressal of complaints and to prevent sexual harassment. The Company believes that all employees, including other individuals who are dealing with the Company have the right to be treated with dignity. During the year under review, there is no complaint of any sexual harassment.
VI. Grievance Redressal Committee
The Grievance Redressai Committee specifically look into the mechanism of redressal of grievances of shareholders, debentures holders and other security holders.
The details of composition and attendance at the Grievance Redressal Committee meeting -
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Name of Members
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Designation
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Mr. Manish Shah
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Chairman
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Mr. Jay Mota
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Member
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Mr. Monil Shah
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Member
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The Grievance Redressal Committee met 2 (Two) times during the year on 11th August 2023 and 01st March 2024.
VII. Asset Liability Management Committee
The Company had duly constituted an Asset Liability Management Committee inter-alia, to review the ALM profile, set and monitor the market risk limits including limits on liquidity, interest rate and exchange rate positions for the structural balance sheet and the trading book, decide the business strategy on asset and liability side, oversee the implementation of the Asset Liability Management (ALM) system and review its functioning
periodically, consider and approve any other matter related to liquidity and market risk management.
The details of composition and attendance at the Asset Liability Management Committee meeting-
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Name of Members
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Designation
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Mr. Manish Shah
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Chairman
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Mr. Jay Mota
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Member
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Mr. Monil Shah
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Member
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The Asset Liability Management Committee met 2 (Two) times during the year on 7th June 2023 and 02nd March 2024.
Annual General Meeting
The Annual General Meeting of the Company for FY 20232024 was held on September 30, 2023. It was attended by the Chairperson of Audit Committee, and by the Chairperson of the Board as required under Companies Act, 2013.
An Extra Ordinary general meeting of the company was held on 04-01-2024 and 09-02-2024 and It was attended by the Chairperson of Audit Committee, and by the Chairperson of the Board as required under Companies Act, 2013.
ACCOUNTING STANDARDS FOLLOWED BY THE COMPANY
The Financial Statements of the Company has been prepared in accordance with the Indian Accounting Standards ("Ind AS") notified under Section 133 of the Companies Act, 2013 ("the Act") read with the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 In addition, the guidance notes/ announcements issued by the Institute of Chartered Accountants of India (ICAI) are also applied along with compliance with other statutory promulgations require a different treatment.
SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards viz. SS-1 and SS-2 during the year issued by the Institute of Company Secretaries of India.
AUDITORS
I) Statutory Auditors
I n accordance with the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder (the Act), Venus Shah and Associates has been appointed as the statutory Auditors of the Company for year ended 31st March, 2024 and are regularized to hold office till the conclusion of the 29th Annual General Meeting to be held in the calendar year 2025.
During the year under review, the statutory auditors have not reported any incident of fraud to the Audit Committee. Further the statutory auditors have not made any reservation or qualification in their Audit Report. The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and
accounting policies are self-explanatory and do not call for any further comment.
II| Internal Auditors
In terms of provisions of Section 138 of the Act and other applicable laws, Company has a structured Internal Audit Department that monitors and evaluates the efficacy and adequacy of internal control system in the Company ensures compliance with operating procedures, accounting procedures and policies at all locations of the Company.
III) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Ronak Jhuthawat & Co, Practicing Company Secretaries, Udaipur to conduct the secretarial audit for the financial year ended March 31, 2024.
The Report of the Secretarial Auditor is provided as MR-3 is Annexure IV to this Report.
There are no qualifications or adverse remarks in the Secretarial Audit Report.
REGULATORY & STATUTORY COMPLIANCES
The Company has put in place adequate systems and processes in place to ensure compliance with the applicable guidelines issued by all regulators
COMPLIANCES OF RBI GUIDELINES
The company continues to comply with the applicable regulations and guidelines of the Reserve Bank of India as applicable to a Non- Banking Non Deposit Taking Systemically Important Company ('NBFC-ND - SI'). The company has submitted returns with RBI on timely basis.
CHANGE IN NATURE OF BUSINESS, IF ANY
During the year under review, there was no change in the nature of business of the Company.
MATERIAL CHANGES, IF ANY, POST FINANCIAL YEAR ENDED MARCH 31, 2024
The spread of COVID-19 has severely impacted many economies around the globe. Businesses are being forced to cease or limit operations for long or indefinite period of time, resulting in an economic slowdown and economic uncertainties. Measures have also been taken by the Government and the Reserve Bank to ease the burden on the businesses from hardship.
The impact of the COVID-19 pandemic on the financial position of the company will depend on future developments, including among other things, extent and severity of the pandemic, mitigating actions by governments and regulators, time taken for economy to recover, etc.
MATERIAL ADVERSE ORDERS, IF ANY
There are no significant and material orders passed by the Reserve Bank of India or the Ministry of Corporate Affairs or Courts or Tribunals or other Regulatory/ Statutory authorities which will have an impact on the going concern status of the Company and Company's operations in future.
MAINTENANCE OF COST RECORD
The Company is not required to maintain cost records in terms of Section 148(1) of the Companies Act, 2013.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 [31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
There is no application made or pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, ('the Act') your Directors confirm that:
i. In the preparation of the annual accounts for financial year ended 31st March, 2024, the applicable accounting standards have been followed and there are no material departures in adoption of these standards.
ii. 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 31st March, 2024 and of the profit of the Company for the year ended on that date.
iii. 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.
iv. The Directors have prepared the annual accounts for financial year ended 31st March, 2024 on a 'going concern' basis.
v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating efficiently.
vi. The Directors have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effective.
ACKNOWLEDGEMENT
The Board wishes to place on record their appreciation for the dedication and hard work put in by the employees of the Company at all levels and the support extended by various stakeholders of the Company. The relationships with regulatory authorities and clients remained good during the year under review. The Board is also thankful to the Reserve Bank of India and other regulatory authorities for their cooperation, guidance and support extended by them to the Company in its endeavours.
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