Directors Report of Authum Investment & Infrastructure Ltd.
Mar 31, 2023
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 (âRBIâ) as a Systemicaiiy Important Non-Banking Financial Company (âNBFCâ) not taking public deposits (NBFC-ND-SI).
FINANCIAL HIGHLIGHTS
|
(Rs. In Crores) |
||
|
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 profit of 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 (âRCFLâ) 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.
The Board of Directors has decided not to recommend any dividend for the year ended March 31, 2023.
Under section 45-IC(1) of Reserve Bank of India (''RBI'') Act, 1934, non-banking 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, 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.
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.
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. [email protected].
During the year under review, Authum has acquired new subsidiary i.e. M/s. Reliance Commercial Finance Limited (âRCFLâ). The consolidated financial results reflect the 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 (âSEBI Listing Regulations''''). The Policy, as approved by the Board, is uploaded on the Company''s website: https://www. authum.com/financial-info.html.
During the year under review the Company has acquired Reliance Commercial Finance Limited (âRCFLâ) 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 afl 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.
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.
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 - Systemicafly 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.
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.
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.
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 Financial Officer of the Company w.e.f. March 10, 2023.
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 are not disqualified from being appointed as directors in 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 the 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 confirmed compliance 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 aware of the significant news developments and highlights from various regulatory authorities viz. Reserve Bank of India (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.
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 specific duties, 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 adequate and effective 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 financial year and 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 financial controls to be followed by the Company and that such internal financial 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 efficiency and 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 (âCSRâ) Committee. The 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 202223 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, 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 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 specified under 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 ratified and 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 the Company''s financial 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.
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.
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.
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 audit plan is 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 (âBRSR'')
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. Vimai Ajmera - Non Executive Independent Director and Mrs. Aipana 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.
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 iikeiy 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
The Company has formulated a codified Vigil Mechanism 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 iegai 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 aii 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.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, 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.
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 & Redressai) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. Aii 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: Nii
¦ No. of compiaints disposed off: Nii
The Company is registered as a non-deposit accepting systemically important NBFC. The Company has complied with and continues to compiy with aii appiicabie iaws, ruies, circuiars and reguiations, inciuding 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 empioyees.
OTHER DISCLOSURES AND INFORMATION
a) Significant and Material Orders passed by any Authorities
There are no significant or materiai orders passed by the Reguiators or Courts or Tribunais 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 Reiiance Commerciai Finance Limited (âRCFLâ) as certain Lenders of the Company (Banks and other Financial Institutions) have entered into an Inter-Creditor Agreement (ICA) for arriving at the debt resoiution pian in accordance with the circuiar dated June 7, 2019 issued by the Reserve Bank of India on Prudentiai 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.
Your Company has been able to perform better with the continuous improvement in aLL functions and areas which coupled with an efficient utilization of the Company''s 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.
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 ad the employees of the Company for their commitment, commendable efforts, team work and professionalism.
Mar 31, 2018
The Directors have pleasure in presenting the 36thAnnual Report together with the Audited Accounts of the Company for the year ended 31st March, 2018.
FINANCIAL HIGHLIGHTS:
|
PARTICULARS |
Year Ended 31/03/2018 (Rs.) |
Year Ended 31/03/2017(Rs.) |
|
Operational & Other Income |
3,513,520,115.00 |
2,217,158,546.00 |
|
Profit/Loss Before Depreciation & Tax |
88,706,065.00 |
135,125,643.00 |
|
Less: Depreciation |
3,281.00 |
8,906.00 |
|
Provision for taxation |
26,508,459.00 |
49,992,725.00 |
|
Mat Credit Entitlement earlier year |
0.00 |
0.00 |
|
Deferred Tax |
0.00 |
(304.00) |
|
Taxes for earlier years |
2,284,576.00 |
1,613,461.00 |
|
Profit/Loss after Depreciation & Tax |
59,909,749.00 |
83,510,855.00 |
|
Balance brought forward for previous year |
294,592,769.00 |
227,784,085.00 |
|
Appropriations |
||
|
Amount transferred to Statutory Reserves |
11,981,950.00 |
16,702,171.00 |
|
Bonus shares Issued |
0.00 |
0.00 |
|
Balance Carried to Balance Sheet |
342,520,568.00 |
294,592,769.00 |
OPERATIONS:
During the year under review, the Company has clocked a profit of Rs. 5,99,09,749/- as compared to the net profit of Rs. 8,35,10,855/- in the financial year ended 31.03.2017. The revenues for the financial year 2018 has increased from Rs. 221,71,58,546/- in the previous year to Rs. 351,35,20,115/- in the current financial year. Though, there is an increase in the revenue the profits of the Company declined owing to the volatile and uncertain global market and cascading effect of the same on domestic market. However the Management looks forward for earning profit and better performance in future.
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.
DIVIDEND & APPROPRIATIONS:
The Board of Directors has decided not to recommend any dividend for the year ended 31st March, 2018.
TRANSFER OF UNCLAIMED AND UNPAID DIVIDEND AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
In terms of section 124 and 125 of the Companies Act, 2013, the amounts (dividend, deposits etc., with interest) that remained unclaimed and unpaid for more than 7 years from the date they first became due for payment, should be transferred to IEPF. As per the statutory requirements, unclaimed deposits/ other dues for the previous seven years as of the date of the Annual General Meeting are made available on the website of MCA-IEPF as well as on the Companyâs website. Unclaimed dividend as at 31st March, 2018, aggregating to Rs. 1,01,575/- relating to dividends declared for the years FY10-11, had not been claimed by shareholders. The dividend pertaining to 2010-11 remaining unclaimed and unpaid, amounting to Rs. 1,01,575/- as on 31st March, 2018, would be transferred to IEPF during October, 2018 after settlement of the claims received up to the date of completion of seven years i.e. on 29th September, 2018.
All the provisions of Section 124(6) of the Companies Act, 2013 as amended and provisions of Rule 6(3) of the IEPF rules will be complied accordingly, in respect of such shares on which dividend is unpaid for previous 7 years.
SHARE CAPITAL
The paid up Equity Share Capital as on 31st March, 2018 was Rs.115,280,900/-. During the year under review, the Company has not issued any shares with differential rights as to dividend, voting or otherwise or convertible debentures.
TRANSFER TO RESERVES:
The Company has transferred amount of Rs. 1,19,81,950/- to Statutory Reserve Fund created in terms of Section 45-IC of the RBI Act, 1934 during the year under review. However, the remaining part after setting aside Statutory Reserve Fund amount from Profit & Loss Account has been transferred to Balance Sheet under the Reserves and Surplus.
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 RESULTS
The Company does not have any subsidiary Company; hence the provisions pursuant to consolidation are not applicable.
EXTRACT OF ANNUAL RETURN
An extract of Annual Return as on the financial year ended on 31st March, 2018 in Form No. MGT-9 as required under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is set out as an Annexure I to the Directorsâ Report and forms part of this Annual Report.
The Managing Director has certified to the Board with regard to the financial statements and other matters as specified in the Listing Regulations.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYâS OPERATIONS IN FUTURE
There are no such orders passed by the regulators/ courts/ tribunals impacting the going concern status and the Companyâs operations in future. Albeit, during the year an application has been made before the Regional Director, Eastern Region Bench, Kolkata to shift the registered office of the Company from the state of West Bengal to the State of Maharashtra, in pursuance to shareholders approval obtained vide special resolution passed at the 34th Annual General Meeting.
CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY AND ITS REPORT
During the preceding financial year ended 31st March, 2017 your Company has achieved a net profit of Rs. 8.35 Crores, pursuant to which the Company was mandated to comply with the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 related to Corporate Social responsibility. In compliance with the same, as per the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee under the Chairmanship of Mr. Navin Kumar Jain, Mrs. Barkha Agarwal and Mr. Tapan Sodani are the members of the CSR Committee.
The Board of Directors of the Company has approved CSR Policy based on the recommendation of the CSR Committee and uploaded it on the website of the Company www.authum.com.
Though the Company has not expended any amount for the objectives laid down under the CSR Policy during the FY 2017-2018, a plan is laid out to implement a program which shall be in line with stated objectives shortly. Your Directors will keep you reported on the same.
RELATED PARTY TRANSACTIONS
The Related Party Transactions that were entered into during the financial year were on armâs length basis and in ordinary course of business. Pursuant to Section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014, there are no Related Party Transactions that are required to be reported under Section 188(1) of the Act, as prescribed in Form AOC-2.
All Related Party Transactions as required under Accounting Standards AS-18 are reported in note 2 of the Notes forming part of the accounts for the year ended 31st March, 2018.
The Board of Directors of the Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations. The same is displayed on the website of the Company at www.authum.com.
MEETINGS OF THE BOARD
During the year 4 (Four) Board Meetings and 4 (Four) Audit Committee 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. The Board has constituted an Audit Committee under the Chairmanship of Mr. Tapan Sodani, the other members of the Committee being Mr. Navin Kumar Jain and Mrs. Barkha Agarwal. 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 four Committees viz. the Audit Committee, the Nomination & Remuneration Committee, the Corporate Social Responsibility Committee, the Stakeholders Relationship Committee. A detailed note on the composition of the Board and its Committees and other related particulars are provided in the Report of Directors on Corporate Governance forming part of this Annual Report.
DIRECTORS/ KEY MANAGERIAL PERSONNEL:
During the year under review, the Board of Directors at their Meeting held on 14th February, 2018 on recommendation of Nomination & Remuneration Committee had re-appointed Mr. Navin Kumar Jain (DIN 00465888) as Managing Directors for another term of 5 years, with effect from 01st April, 2018 to hold office up to 01st April, 2023. The aforesaid re-appointment of Mr. Navin Kumar Jain shall be subject to the approval of members in the 36th Annual General Meeting of the Company. The Board recommends re-appointment of Mr. Navin Kumar Jain at the ensuing Annual General Meeting. The details of the Mr. Navin Kumar Jain, Managing Directors, forms part of this Report and provided as Annexure A to the notice. None of the Directors are liable to retire by rotation at the ensuing annual general meeting.
There was no change in the Directors and KMPâs during the FY 2017-18.
DECLARATION FROM THE INDEPENDENT DIRECTORS
During the year under review, all the Independent Directors had submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013 read with applicable provisions of SEBI (Listing Obligations & Disclosure Requirements), 2015 or as per applicable regulation of SEBI (Listing Obligations & Disclosure Requirements), 2015
PERFORMANCE EVALUATION
The Independent Directors in their meeting referred in sub-regulation (3) of Regulation 25 of SEBI (Listing Obligations & Disclosure Requirements), 2015 shall, interalia-
(a) review the performance of Non-Independent Directors and the Board of Directors as a whole;
(b) review the performance of the Chairperson of the listed entity, taking into account the views of Executive Directors and Non-Executive Directors;
(c) assess the quality, quantity and timeliness of flow of information between the management of the listed entity and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties.
Pursuant to the provisions of the Act and applicable Regulations 27 of the SEBI (Listing Obligations & Disclosure Requirements), 2015 the Board has carried out an annual evaluation of its own performance, performance of the Directors individually as well as the evaluation of the working of its Committees.
The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process of the Board, its Committees and individual Directors, including the Chairman of the Company.
For evaluating the Board as a whole, views were sought from the Directors on various aspects of the Boardâs functioning such as degree of fulfillment of key responsibilities, Board structure and composition, establishment, delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the Management and efficacy of communication with external stakeholders.
Similarly, views from the Directors were also sought on performance of individual Directors covering various aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside Board/ Committee Meetings.
In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and promoting effective relationships and open communication.
Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition, effectiveness of meetings, Committee dynamics and quality of relationship of the Committee with the Board and the Management.
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 who also reviewed the performance of the Board as a whole.
SEPARATE MEETING OF INDEPENDENT DIRECTOR
The Independent Directors of the Company met without the Presence of Non-Independent Directors on Wednesday, 14th February, 2018, in terms of Section 149(8) and Schedule â IV and Clause 49 (B) (II) (6) read with regulation 25(3) & (4) of SEBI (Listing Obligations & Disclosure Requirements), 2015, 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 SEBI (Listing Obligations & Disclosure Requirements), 2015, 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.
Significant Statutory updates are circulated on a quarterly basis through which Directors are made aware of the significant news developments and highlights from various regulatory authorities viz. Reserve Bank of India (RBI), Securities and Exchange Board of India (SEBI), Ministry of Corporate Affairs (MCA), etc.
The Company Secretary regularly apprises the Directors about their roles, rights and responsibilities in the Company from time to time as per the requirements of the Listing Agreement with the Stock Exchanges and Companies Act, 2013 read together with the Rules and Schedules there under. The detail of such familiarization programme is disclosed on the company''s website at www.authum.com.
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 Companyâs internal financial controls were adequate and effective during the financial year 2017-18.
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 :
1. That 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. That 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 financial year and of the profit of the Company for the year under review;
3. That 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. That the Annual Accounts for the year ended 31st March, 2018, has been prepared on a going concern basis.
5. They have laid down internal financial controls to be followed by the Company and that such internal financial 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 FINANCIAL CONTROLS
There exist in the Company adequate internal financial controls commensurate with the size of the Company. The Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2018.
INTERNAL CONTROL SYSTEM
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 efficiency and effectiveness of these systems and procedures. The Internal Auditor submits his Report periodically which is placed before the Audit Committee.
STATUTORY AUDITORS AND THEIR REPORT
Pursuant to the provisions of Section 139, 142 and all other applicable provisions of the Companies Act, 2013 and rules made thereunder, M/s. Sanghai & Co., Chartered Accountants (Firm Reg. No. 319079E) were appointed by the members as the Statutory Auditors of the Company to hold office from the conclusion of this 35th Annual General Meeting until the conclusion of the 39th Annual General Meeting, subject to ratification by members every year, as applicable, at such remuneration and out-of-pocket expenses, as may be decided by the Board of Directors of the Company.
The requirement of placing the matter relating to such appointment for ratification by members at every Annual General Meeting has been dispensed with due to omission of the first proviso to Section 139(1) by the Companies (Amendment) Act, 2017 effective from 07th May, 2018 as per the Notification issued by Ministry of Corporate Affairs, Govt. of India [File No.1/1/2018-CL.I dated May 07, 2018]. In view of the above, M/s. Sanghai & Co., Chartered Accountants (Firm Reg. No. 319079E) appointed by the members at the 35th Annual General Meeting for tenure of 4 years upto the conclusion of the 39th Annual General Meeting will continue as the Statutory Auditors of the Company, at such remuneration and out-of pocket expenses, as may be decided by the Board of Directors of the Company.
AUDIT QUALIFICATIONS
There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Sanghai & Co. Chartered Accountants, Statutory Auditors, in their report on the Companyâs financial statements for the year ended on 31st March, 2018. Further, the Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the year under review.
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.
There are no frauds reported by the Auditors under sub-section (12) of Section 143 of the Companies Act 2013, other than those which are reportable to the Central Government.
SECRETARIAL AUDITOR
The Company had appointed Mr. Dinesh Agarwal, Practicing Company Secretary, holding membership of The Institute of Company Secretaries of India (Membership No. 6315 FCS; Certificate of Practice No. 5881) as the Secretarial Auditor of the Company for FY 2017-2018 to conduct the Secretarial Audit pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit report as received from Mr. Dinesh Agarwal is appended to this Report as Annexure III.
INTERNAL AUDITOR AND THEIR REPORT
The Board appointed M/s. L.K Bhonia & Co. Chartered Accountant, as Internal Auditors to conduct Internal Audit for the FY 2017-18. During the year under review, M/s. L.K. Bhonia & Co, Internal Auditorâs had submitted their Report for the financial year 2017-18 for various quarters/period to the Audit Committee for its review and necessary action.
MANAGEMENT DISCUSSION ANALYSIS REPORT (MDAR)
The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(f) & (3) and other applicable regulation read with Schedule-V of SEBI Listing Obligations and Disclosure Requirements Regulations, 2015 [SEBI (Listing Obligations & Disclosure Requirements), 2015] is presented in a separate section and forms part of the Annual Report.
CORPORATE GOVERNANCE REPORT AND ITS COMPLIANCE CERTIFICATE
Pursuant to the Listing Regulations, a separate section titled âCorporate Governanceâ has been included in this Annual Report, along with the Reports on âManagement Discussion and Analysisâ and âGeneral Shareholder Informationâ. All Board members and Senior Management personnel have affirmed compliance with the code of conduct for FY 2018. A declaration to this effect signed by the Managing Director of the Company is included in this Annual Report.
A certificate from auditors of the Company regarding compliance of conditions of Corporate Governance is annexed to this Report.
REMUNERATION POLICY
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.
DISCLOSURE ON NOMINATION AND REMUNERATION COMMITTEE AND NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Committee as on 31st March, 2018 comprises of the following Directors viz. Mr. Navin Kumar Jain, Managing Director; Mr. Tapan Sodani, Chairman and Nonexecutive Independent Director; Mrs. Barkha Agarwal, Non-executive Independent Director. Further, all recommendations of Nomination and Remuneration Committee were accepted by the Board of Directors. The detailed Nomination and Remuneration Committee and its terms of reference and meetings held and attended by the members during the year are mentioned in Corporate Governance Report Section. The Board of Directors of your Company has, on recommendation of the Nomination & Remuneration Committee, framed the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013.
During the year under review, the company has complied with the requirements of Section 178 of the Companies Act, 2013 read with applicable regulation 19 of SEBI (Listing Obligations & Disclosure Requirements), 2015. The Company Secretary of the Company acts as the Secretary to the Committee. The Policy is annexed to this report which forms integral part of this report. The contents of the policy are uploaded on company website and also 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 SEBI (Listing Obligations & Disclosure Requirements), 2015. It establishes various levels of risks with its varying levels of probability, the likely impact on the business and its mitigation measures.
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
The Company has formulated a codified Vigil Mechanism Policy incorporating the provisions relating to Vigil Mechanism in terms of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations & Disclosure Requirements), 2015, 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. The said Policy is available on the Companyâs website www.authum.com.
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 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 specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are appended to this Report as Annexure II. 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.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The provisions of Section 186 of the Companies Act, 2013, pertaining to investment and lending activities is not applicable to the Company since the Company is an NBFC whose principal business is the acquisition of securities. During the year the Company has not provided any guarantee.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, 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
Certificate from Mr. Navin Kumar Jain, Managing Director and, pursuant to Regulation 17(8) of the Listing Regulations for the financial year 2017-18 was placed before the Board of Directors of the Company at its meeting held on 14th May, 2018 and also forms part of Report on Corporate Governance. Company is in the process of putting in place a Chief Financial Officer with experience profile commensurate to the size and business of the company
A certificate from auditors of the Company regarding compliance of conditions of Corporate Governance is annexed to this Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013:
Anti-Sexual Harassment Policy as per the requirement of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act 2013, is not applicable to your Company.
COMPLIANCE
The Company is registered as a non-deposit accepting non-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 2017-18, there were no frauds committed by the Company and no material frauds committed on the Company by its officers or employees.
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 Directors
Navin Kumar Jain Barkha Agarwal
Place: Kolkata DIN: 00465888 DIN: 05190461
Date: 14th May, 2018 Managing Director Director
Mar 31, 2016
To,
The Members,
The Directors have pleasure in presenting the 34thAnnual Report together with the Audited Accounts of the Company for the year ended 31st Marchâ2016.
FINANCIAL HIGHLIGHTS:
|
PARTICULARS |
Year Ended 31.03.2016 (Rs.) |
Year Ended 31.03.2015 (Rs.) |
|
|
Operational & Other Income |
3,170,245,688.00 |
425,208,733.00 |
|
|
Profit/Loss Before Depreciation & Tax |
14,749,718.00 |
11,784,531.00 |
|
|
Less: Depreciation |
21,500.00 |
9,762.00 |
|
|
Provision for taxation |
2,543,134.00 |
0.00 |
|
|
Mat Credit Entitlement earlier year |
0.00 |
0.00 |
|
|
Deferred Tax |
248.00 |
(2290.00) |
|
|
Taxes for earlier years |
421,655.00 |
(24,868.00) |
|
|
Profit/Loss after Depreciation & Tax |
11,763,181.00 |
11,801,927.00 |
|
|
Balance brought forward for previous year |
218,373,540.00 |
208,931,998.00 |
|
|
Appropriations |
|||
|
Amount transferred to Statutory Reserves |
2,352,636.00 |
2,360,385.00 |
|
|
Bonus shares Issued |
- |
- |
|
|
Balance Carried to Balance Sheet |
227,784,085.00 |
218,373,540.00 |
OPERATIONS:
Net profit for the current financial year has been Rs. 11,801,927.00 as compared to Rs. 11,763,181.00 and the operational income has increased from Rs. 425,208,733 to Rs. 3,170,245,688.00. In spite of the turbulent market sentiments, this yearâs performance was stable and management look forward for better performance in future.
The Financial Statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under Section 211(3C) of the Companies Act,1956 (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of Rule7 of The Companies (Accounts) Rules,2014) and the relevant provisions of the Companies Act, 1956 / Companies Act, 2013, as applicable and guidelines issued by the Securities and Exchange Board of India (SEBI).
The Company has complied with all the norms prescribed by the Reserve Bank of India (RBI) including the Fair practices, Anti Money Laundering and Know Your Customer (KYC) guidelines.
DIVIDEND & APPROPRIATIONS:
The Board of Directors has decided not to recommend any dividend for the year ended 31st March, 2016.
SHARE CAPITAL
The paid up Equity Share Capital as on 31st March, 2016 was Rs.115,280,900.00. During the year under review, the Company has not issued any shares with differential rights as to dividend, voting or otherwise or convertible debentures.
TRANSFER TO RESERVES:
The Company has transferred amount of Rs. 2,352,636.00/- (Twenty Three Lakhs Fifty Two Thousand Six Hundred Thirty Six Only) to Statutory Reserve Fund created in terms of Section 45-IC of the RBI Act, 1934 during the year under review. However, the remaining part after setting aside Statutory Reserve Fund amount from Profit & Loss Account has been transferred to Balance Sheet under the Reserves and Surplus.
CORPORATE GOVERNANCE:
Pursuant to SEBI (Listing Obligations & Disclosure Requirements), 2015entered into with the Stock Exchanges, the Company has complied with all the provisions of Corporate Governance and a Report on Corporate Governance is annexed hereto and forms part of this Annual Report.
A certificate from Auditors of the Company regarding compliance of Corporate Governance, as stipulated under SEBI (Listing Obligations & Disclosure Requirements), 2015, is appended to the Annual Report.
DIRECTORS/ KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Navin Kumar Jain (DIN: 00465888), retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Accordingly, his reappointment forms part of the Notice of the ensuing Annual General Meeting.
During the financial year under review, Mr. Aditya Parakh and Mr. Suresh Pukhraj Jain the Independent Directors of the Company resigned with effect from 09.11.2015 &Ms. Barkha Agarwal was regularized as Independent & Non-Executive Director with effect from 30.09.2015. All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Act and the Listing Regulations.
DIRECTORS RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and explanations obtained by them, the Directors make the following statement pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013:
1. That 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. That 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 financial year and of the loss profit of the Company for the year under review;
3. That 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. That the Annual Accounts for the year ended 31st March, 2016, has been prepared on a going concern basis.
5. They have laid down internal financial controls to be followed by the Company and that such internal financial 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.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL RESULTS
The Company does not have any subsidiary Company; hence the provisions pursuant to consolidation are not applicable.
BOARD AND COMMITTEE MEETINGS:
During the year 6 (Six) Board Meetings and 4(Four) Audit Committee 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. The Board has constituted an Audit Committee under the Chairmanship of Mr. Tapan Sodani. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.
MANAGEMENT DISCUSSION & ANALYSIS:
Management Discussion & Analysis Report for the year under review as stipulated under applicable Regulation of the SEBI (Listing Obligations & Disclosure Requirements), 2015with the Stock Exchanges is presented separately in the Annual Report.
AUDITORS:
M/s. Sanghai & CO., Chartered Accountants, the Companyâs Auditors will retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Directors recommend their reappointment for the ensuing year.
SECRETARIAL AUDITOR
The Company appointed Mr. Dinesh Agarwal, Practicing Company Secretary, holding membership of The Institute of Company Secretaries of India (Membership No. 6315 FCS; Certificate of Practice No. 5881) as the Secretarial Auditor of the Company for FY 2015-2016 to conduct the Secretarial Audit pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, 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.
RISK MANAGEMENT
The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 17(9)of the SEBI (Listing Obligations & Disclosure Requirements), 2015. It establishes various levels of risks with its varying levels of probability, the likely impact on the business and its mitigation measures.
The Internal Audit facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Risk Management Committee oversees the Risk Management and reports to the Audit Committee as well as to the Board of Directors about risk assessment and management procedures and its status from time to time.( Is there exists a risk mgt policy or risk mgt committee?)
INTERNAL CONTROL SYSTEM
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 efficiency and effectiveness of these systems and procedures. Added objectives include evaluating the reliability of financial and operational information and ensuring compliances with applicable laws and regulations. The Internal Auditor submits his Report periodically which is placed before and reviewed by the Audit Committee
WHISTLE BLOWER POLICY (VIGIL MECHANISM)
The Company has formulated a codified Whistle Blower Policy incorporating the provisions relating to Vigil Mechanism in terms of Section 177of the Companies Act, 2013 and Regulation 22of the SEBI (Listing Obligations & Disclosure Requirements), 2015,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. The said Policy is available on the Companyâs websitewww.authum.com.
RELATED PARTY TRANSACTIONS:
All contracts/ arrangements/transactions with related parties entered by the company during the financial year 2015-16 were at arm''s length basis and in the ordinary course of business and are in compliance with the applicable provision of the Companies Act 2013 and SEBI (LODR) Regulations, 2015 (Previously Listing Agreement). There were no materially significant related party transactions made by the company with Promoters, Directors, KMPs or other designated person which may have a potential conflict with the interest of the company at large.
The Board of Directors of the Company has approved the criteria or making the omnibus approval by the Audit Committee within the overall framework of the policy on Related Party Transactions. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company had not taken any initiatives on the activities of Corporate Social Responsibilities as the provisions relating to the same are not applicable to the Company.
REMUNERATION POLICY:
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 below:
Nomination & Remuneration Policy:
1. Preamble
1.1 The remuneration policy provides a framework for remuneration paid to the members of the Board of Directors (âBoardâ), Key Managerial Personnel(âKMPâ) and the Senior Management Personnel (âSMPâ) of the Company (collectively referred to as âExecutivesâ). The expression âsenior managementâ means personnel of the company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive directors, including the functional heads.
1.2 In terms of Section 178 of the Companies Act, 2013 which has been made effective from April 1, 2014 by the Central Government vide notification no.S.O. 902(E) issued on March 26, 2014, this Remuneration Policy named as Authum Investment & Infrastructure Limited Remuneration Policy (âthe Policyâ) is being framed and formulated for laying down criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the Executives.
1.3 The policy will be reviewed by the Nomination and Remuneration Committee of the Board of Directors, as when required.
2. Aims & Objectives
2.1 The aims and objectives of this remuneration policy may be summarized as follows:
2.1.1 The remuneration policy aims to enable the company to attract, retain and motivate highly qualified members for the Board and other executive level.
2.1.2 The remuneration policy seeks to enable the company to provide a well-balanced and performance-related compensation package, taking into account shareholder interests, industry standards and relevant Indian corporate regulations.
2.1.3 The remuneration policy will ensure that the interests of Board members & senior executives are aligned with the business strategy and risk tolerance, objectives, values and long-term interests of the company and will be consistent with the âpay-for-performanceâ principle.
2.1.4 The remuneration policy will ensure that remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.
3. Principles of remuneration
3.1 Support for Strategic Objectives: Remuneration and reward frameworks and decisions shall be developed in a manner that is consistent with, supports and reinforces the achievement of the Companyâs vision and strategy.
3.2 Transparency: The process of remuneration management shall be transparent, conducted in good faith and in accordance with appropriate levels of confidentiality.
3.3 Internal equity: The Company shall remunerate the board members, KMP and senior management in terms of their roles within the organization. Positions shall be formally evaluated to determine their relative weight in relation to other positions within the Company.
3.4 External equity: The Company strives to pay an equitable remuneration, capable of attracting and retaining high quality personnel. Therefore the Company will remain logically mindful of the ongoing need to attract and retain high quality people, and the influence of external remuneration pressures. Reference to external market norms will be made using appropriate market sources, including relevant and comparative survey data, as determined to have meaning to the Companyâs remuneration practices at that time.
3.5 Flexibility: Remuneration and reward offerings shall be sufficiently flexible to meet both the needs of individuals and those of the Company whilst complying with relevant tax and other legislation.
3.6 Performance-Driven Remuneration: The Company shall entrench a culture of performance driven remuneration through the implementation of the Performance Incentive System.
3.7 Affordability and Sustainability: The Company shall ensure that remuneration is affordable on a sustainable basis
4.Compensation Structure
4.1 Remuneration to Non-Executive Directors: The Non-executive Directors of the Company are paid remuneration by way of sitting fees for attending the meetings of the Board of Directors and its Committees. The said sitting fees paid to the Non-executive Directors for the Board Meetings and Committee meetings are fixed by the Board and reviewed from time to time in accordance with applicable law. The Non-executive Directors may be paid such remuneration as the Board may approve from time to time subject to limits prescribed from time to time in the Act or Rules made there under.
4.2 Remuneration to Executive Directors, Key Managerial Personnel(s) (KMPs) & Senior Management Personnel(s) (SMPs): The Company has a credible and transparent framework in determining and accounting for the remuneration of the Managing Director/Whole Time Directors (MD/WTDs), Key Managerial Personnel(s) (KMPs) and Senior Management Personnel(s) (SMPs). Their remuneration are governed by the external competitive environment, track record, potential, individual performance and performance of the company as well as industry standards.
5. Supplementary provisions
5.1 Any matters not provided for in this Policy shall be handled in accordance with relevant State laws and regulations and the Companyâs Articles of Association. If this Policy conflict with any laws or regulations subsequently promulgated by the state or with the Companyâs Articles of Association as amended pursuant to lawful procedure, the relevant state laws and regulations and the Companyâs Articles of Association shall prevail, and this Policy shall be amended in a timely manner and submitted to the Board of Directors for review and adoption.
5.2 The right to interpret this Policy vests in the Board of Directors of the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company is exempted from the applicability of the provisions of Section 186 of the Companies Act, 2013 (Act) read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Companies (Meetings of Board and its Powers) Amendment Rules, 2015 Since the Company is an NBFC whose principal business is acquisition of securities. During the year the Company has not provided any guarantee.
PERFORMANCE EVALUATION
Pursuant to the provisions of the Act and applicable Regulations^?âof the SEBI(Listing Obligations & Disclosure Requirements), 2015 the Board has carried out an annual evaluation of its own performance, performance of the Directors individually as well as the evaluation of the working of its Committees.
The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and individual Directors, including the Chairman of the Company.
For evaluating the Board as a whole, views were sought from the Directors on various aspects of the Boardâs functioning such as degree of fulfillment of key responsibilities, Board structure and composition, establishment, delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the Management and efficacy of communication with external stakeholders.
Similarly, views from the Directors were also sought on performance of individual Directors covering various aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside Board/Committee Meetings.
In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and promoting effective relationships and open communication.
Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition, effectiveness of meetings, Committee dynamics and quality of relationship of the Committee with the Board and the Management.
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 who also reviewed the performance of the Board as a whole.
The Chairman of the Board provided feedback to the Directors, as appropriate. Significant highlights, learning with respect to the evaluation, were discussed at the Board Meeting.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS (IDs)
In terms of Regulation 25(7) of the SEBI (LODR) Regulations, 2015, the Company is required to conduct the Familiarization Programmed 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.
Significant Statutory updates are circulated on a quarterly basis through which Directors are made aware of the significant news developments and highlights from various regulatory authorities viz. Reserve Bank of India(RBI), Securities and Exchange Board of India (SEBi), Ministry of Corporate Affairs (MCA), etc.
The Company Secretary regularly apprises the Directors about their roles, rights and responsibilities in the Company from time to time as per the requirements of the Listing Agreement with the Stock Exchanges and Companies Act, 2013 read together with the Rules and Schedules there under .The detail of such familiarization programme is disclosed on the company''s website atwww.authum.com.
EXTRACT OF ANNUAL RETURN
An extract of Annual Return as on the financial year ended on March 31,2016 in Form No. MGT-9 as required under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is set out as an annexure to the Directorsâ Report and forms part of this Annual Report.
PARTICULARS OF CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES
All the related party transactions of the Company are entered on armâs length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. There are some materially significant transactions made by the Company with entities of relative of Director. Members may refer to the notice & explanatory statement of notice for details of related party transactions. Since all related party transactions entered into by the Company were in the ordinary course of business and were on an armâs length basis disclosure in form AOC- 2 is not required
In terms of Regulation 23 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 which came in to effect w.e.f. 1st December 2015 and as per section 177 of Companies Act 2013 read with rules thereon, all related party transactions are placed before the Audit Committee for review and approval. The Audit Committee reviews all related party transactions on a quarterly basis. A Related Party Policy has been devised by the Company for determining the materiality of transactions with related parties and dealings with them. The said Policy is available on the Companyâs websitewww.authum.com. There are no transactions to be reported in Form AOC-2.
The details of the transactions with Related Parties are provided in the accompanying financial statements in Notes to Accounts.
CONSTITUTION OFAUDIT COMMITTEE
The Audit Committee presently comprises of Ms Barkha Agarwal - Independent Director, Mr. Tapan Sodani - Independent Director and Mr. Navin Kumar Jain, Managing Director. Mr. Tapan Sodani is the Chairman of the Audit Committee. The Company Secretary of the Company acts as the Secretary to the Audit Committee. The Terms of Reference of the Audit Committee has been provided in the Corporate Governance Section forming part of this Report.
4 (Four)Meetings of the Audit Committee were held during the year 2015-2016 on 29th May, 2015, 11th August, 2015, 9th November, 2015 & 28th January, 2016.
AUDIT QUALIFICATIONS
There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Sanghai & Co Chartered Accountants, Statutory Auditors, in their report on the Companyâs financial statements for the year ended on March 31st, 2016.Further; the Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the year under review.
CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE:
The Nomination & Remuneration Committee presently comprises of Ms Barkha Agarwal -Independent Director, Mr. Tappan Sedan - Independent Director and Mr. Navin Kumar Jain, Managing Director. Mr. Tappan Sudan is the Chairman of the Nomination & Remuneration Committee. The Company Secretary of the Company acts as the Secretary to the Nomination & Remuneration Committee. The Terms of Reference of the Nomination & Remuneration Committee has been provided in the Corporate Governance Section forming part of this Report.
5 (Five)Meetings of the Committee were held during the year 2015-2016 :29th May, 2015, 11th August, 2015, 9th November, 2015, 28th January, 2016& 1st March, 2016
PUBLIC DEPOSITS:
The Company has not accepted any public deposits during the financial year 2015-2016. PARTICULARS OF EMPLOYEES:
As none of employees are covered under section 197, the information required under Section 197 (12) of the Act read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided in the report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYâS OPERATIONS IN FUTURE
There are no such orders passed by the regulators / courts / tribunals impacting the going concern status and the Companyâs operations in future.
REPORT ON CORPORATE GOVERNANCE
A report on Corporate Governance, in accordance with Regulation 27 of the SEBI LODR, 2015 with the Stock Exchanges, is set out separately for the information of the shareholders.
ACKNOWLEDGEMENTS:
The Director wish to place on record their appreciation for the whole hearted and sincere cooperation the company has received from its bankers, employees and various government agencies.
For and on behalf of the Board of Directors
(Navin Kumar Jain) (Barkha Agarwal)
Place: Kolkata DIN No.:00465888 DIN No.:05190461
Date: 30thMay 2016
Mar 31, 2015
The directors have pleasure in presenting the 33rd Annual Report
together with the Audited Accounts of the Company for the year ended
31st March'2015.
FINANCIAL HIGHLIGHTS:
PARTICULARS Year Ended Year Ended
11.03.2015 31,03.2014
(Rs.) (Rs,)
Operational & other income 425,208,733.00 54,929,915.00
Profit/ Loss Before Depreciation
&Tax 11,774,769.00 630,073.00
Less: Depreciation 5,762.00 7,675.00
Provision for taxation
MAT Credit Enticement
earlier year
Deferred Tax 2,290,00 (555.00)
Taxes for ear her years (24,868.00)
profit/loss after Depreciation &
Tax 1,801,927.00 470,976.00
brought forward for previous year 208,931,99800 20,555,2l7.00
Appropriations
Amount transferred lo Statutory
Reserves 2,360,385.00 94,195.00
Bonus shares issued
Balance Carried to Balance Sheet 218,373,540.00 208,931,998.00
OPERATIONS:
Net profit has been increased from Rs. 470,976.00 to Rs. 11,801,927.00
as well as operational income is also increased from Rs. 54,929,915 to
Rs. 425,208,733. Pure diet, this year performance was good and
management also look forward for better improvement.
The Financial Statements of the Company have been prepared in
accordance with die Generally Accepted Accounting Principles in India
(Indian GAAP) to comply with the Accounting Standards notified under
Section 211(3C) of the Companies Act, 1956 (which consume to be
applicable in respect of Section 133 of the Companies Act, 2013 in
terms of Rule 7 of the Companies (Accounts) Roles, 2014) and the
relevant provisions of the Companies Act, 1956 / Companies ft££ 2013,
as applicable and guidelines issued by the Securities and Exchange
Board of India (SRIBI).
The Company has complied with all the norms prescribed by the Reserve
Bank of Tend (RBI) including the Pair practices, Anti Money Laundering
and Know Your Customer (KYC) guidelines.
Navy Run & APPROPRIATIONS:
The Board of Directors has decided not to recommend any dividend for
the year ended 31st March, 2015.
TRANSFER TO RESERVES:
The Company has transferred amount of Rs. 2,360,385,00/- (Twenty Three
Lakhs Sixty Thousand Three Hundred and Eighty Five Only) to Statutory
Reserve Fund Created in terms of Section 45- iC of the RBI Act, 1934
during the year under review. However, the remaining part after setting
aside statutory reserve fund amount from Profit & Loss Account has been
transferred to Balance Sheet under the Reserves and Surplus,
CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement entered into with the
Stock Exchanges, the Company has complied with all the provisions of
Corporate Governance and a report on corporate governance is annexed
hereto and forms part of this report. A certificate From Auditors of
the Company regarding compliance of Corporate Governance, as stipulated
under clause 49 of the Listing Agreement, is appended to the Annual
Report.
DIRECTORS:
During the financial vear under review, Ms. Barkha Agarwal was
appointed as an Additional Women Director in the Company with effect
from June 22, 2015 subject to approval of the shareholders at this
Annual General Meeting of the Company.
DIRECTORS RESPONSIBILITY STATEMENT;
To the hest of their knowledge and belief and according to the
information and explanations obtained by them, the Directors make the
following statement pursuant to the provisions of Section 134 of the
Companies Act, 2013:
1. That in the preparation of the annual accounts, the applicable
accounting standards have been fooled along with proper explanation
relating to material departures, if any;
2 That 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 Lrue and fair view of the state of affairs
of the Company at the end of the financial year and of the k&z profit
of the Company for the year under review;
3. That the Directors have taken proper and sufficient care foe 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. That the Annual Accounts for the year ended 313I March, 2015, have
been prepared on a going concern basis.
5. They have laid down internal financial controls to be followed by
die Company and that such internal financial 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.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL RESULTS
The Company does not have any subsidiary Company, hence die provisions
pursuant to consolidation are not applicable.
MEETINGS :
During the year, 7 times Board Meetings and 4 times Audit Committee
Meetings were convened and held. Details of die 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.
MANAGEMENT DISCUSSION & ANALYSIS:
Management Discussion &z Analysis Report for the year under review as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges is presented separately in the Annual Report.
AUDITORS:
M/s Sanghai & CO., Chartered Accountants, the Company's Auditors will
retire at die conclusion of the ensuing Annual General Meeting and are
eligible for re-appointment. The Directors recommend their
reappointment for the ensuing year.
SECRETARIAL AUDITOR
The Company appointed Mr. Dmesh Agarwal, Practicing Company Secretary,
holding membership of The Institute of Company Secretaries of India
(Membership No. 6315 FCS ; Certificate of Practice No. 5881 } as the
Secretarial Auditor of the Company for FY 2014-15 to conduct die
Secretarial Audit pursuant to Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION, 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 yea under review, the Company did not have any Foreign
Exchange Earnings or Outgo.
RISK MANAGEMENT
The Company has adopted a Risk Management Policy in accordance with
Bbce provisions of die Act and Clause 49 of the Listing Agreement. It
establishes various levels of risks with its varying levels of
probability, the likely impact on die business and its mitigation
measures.
The Internal Audit facilitates the execution of Risk Management
Practices in die Company, in the areas of risk identification,
assessment, monitoring, mitigation and reporting. Risk Management
Committee oversees the Risk Management and reports to the Audit
Committee as well as to the Board of Directors about risk assessment
and management procedures and its status from time to time.
INTERN AT. CONTROL SYSTEM
The Company maintains appropriate systems of internal controls,
including monitoring procedures, to ensure that all assets and
investments ate safeguarded against loss from un audit roused auk or
disposition. Company policies, guidelines and procedures provide for
adequate checks and balances and arc meant to ensure that all
transactions arc authorized, recorded and reported correctly.
The Internal Auditor reviews the efficiency and effectiveness of these
systems and procedures. Added objectives include evaluating the
reliability of financial and operational information and ensuring
compliances with applicable laws and regulations. The Internal Auditor
submits his Report periodically which is placed before and reviewed by
the Audit Committee
WHISTLE BLOWER POLICY MECHANISM
The Company has formulated a codified Whistle Blower Policy
incorporating the provisions relating to Vigil Mechanism in terms of
Section 177 of die Companies Act, 2013 and revised Clause 49 of the
Listing Agreement, in order to encourage Directors and Employees of the
Company to escalate to the level of die Audit Committee any issue of
concerns impacting and Compromising with the interest of the Company
and its stakeholders in any way. 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 wised
blowing in good faith. The said Policy is available on the Company's
website www.authumcom.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
'the Company is exempted from the applicability of die provisions of
Section 186 of the Companies Act, 2013 (Act) read with Rule 11 of the
Companies (Meetings of Board and its Powers) Rules, 2014 and Companies
(Meetings of Board and its Powers) Amendment Rules, 2015 Since the
Company is an NBFC whose principal business is acquisition of
securities. During the year the Company has not provided any guarantee.
PFRFORMANCE EVALUATION
Pursuant to the provisions of the Act and Clause 49 of the listing
Agreement, the Board has carried out ail annual evaluation of its own
performance, performance of the Directors individually as -well as the
evaluation of the working of its Committees.
The Nomination and Remuneration Committee has defined the evaluation
criteria, procedure and time schedule for die Performance Evaluation
process for the Board, its Committees and individual Directors,
including the Chairman of the Company,
For evaluating die Board as a whole, views were sought from the
Directors on various aspects of the Board's functioning such as degree
of fulfillment of key responsibilities, Board structure and
composition, establishment, delineation of responsibilities to various
Committees, effectiveness of Board processes, information and
functioning, Board culture and dynamics, quality of relationship
between the Board and the Management and efficacy of communication with
external stakeholders.
Simi lady, views from die Directors were also sought on performance of
individual Directors covering various aspects such as attendance and
contribution at Board/ Committee Meetings and guidance/ support to me
management outside Board/Committee Meetings.
In addition, the Chairman was also evaluated on key aspects of his
role, including setting the strategic agenda of the Board, encouraging
active engagement by all Board members and promoting effective
relationships and open communication.
Areas on which the Committees of the Board were assessed included
degree of fulfillment of key responsibilities, adequacy of Committee
composition, effectiveness of meetings, Committee dynamics and quality
of relationship of the Committee with the Board and die Management, The
performance evaluation of the Independent Directors was carried out by
die entire Board. The performance evaluation of the Chairman and die
Non Independent Directors was carried out by the Independent Directors
who also reviewed the performance of the Board as a whole.
The Chairman of die Board provided feedback to the Directors, as
appropriate. Significant highlights, learning widi respect to the
evaluation, were discussed at the Board Meeting,
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS (IDs)
In terms of Clause 49(II)(B)(7) of die Listing Agreement, the Company
is required to conduct the Familiarization Programmed for Independent
Directors (IDs) to familiarize them about their roles, rights,
responsibilities fife the Company, nature of the industry in which the
Company operates, business model of the Company, etc., through various
initiatives.
Significant Statutory updates are circulated on a quarterly basis
through which Directors are made aware of the significant news
developments and highlights' from various regulatory authorities viz.
Reserve Bank of India (RBI), Scariness and Exchange Board of India
(SEBI), Ministry of Corporate Affairs (MCA), etc.
Inez Company Secretary regularly apprises the Directors about their
roles, tights and responsibilities in die Company from time to time as
per the requirements of the Listing Agreement with the Stock Exchanges
and Companies Act, 2013 read together with the Rules and Schedules
there under. The details of such familiarization programmed is disclosed
on the company's web situ; at www .autlmm.com.
KXTRACT OF ANNUAL RETURN
An extract of Annual Return as on the financial year ended on March 31,
2015 in Form No. MGT-9 as requited under Section 92(3) of the
Companies Act, 2013 read with Rule 12(1) of the Companies (Management
and Administration) Rules, 2014, is set out as an annexure to the
Directors* Report and forms part of this Annual Report.
PAttTTriTT.ARS OF CONTRACTS / ARRANGEMENTS WITW RELATED PARTIES
All the related party transactions of the Company are entered on arm's
length basis and are in compliance with the applicable provisions of
the Companies Act, 2013 and the Listing Agreement There are some
materially significant transactions made by the Company with entities
of relative of Director. Members may refer to the notice & explanatory
statement of notice for details of related party transactions. Since
all related party transactions entered into by the Company were in the
ordinary course of business and were on an arm's length basis.
In terms of Clause 49 (VII) of the Listing Agreement the Company
obtained prior approval of the Audit Committee for entering into any
transaction with related parties. The Audit Committee reviews all
regard party transactions on a quarterly basis. A Related Party Policy
has been devised by the Company for determining the materiality of
transactions with related parties and dealings with them. The said
Policy is available on the Company's website www.auihum.com. There arc
no transactions to be reported in Form AOC-2.
The derails of the transactions with Related Parties are provided in
the accompanying financial statements in Notes to Accounts.
AUDIT COMMITTEE
The Audit Committee presently comprises of Mr. Aditya Parakh, and Mr.
Suresh Pukhraj Jain, Independent Directors, Mr. Tapan Sodani, Chief
Financial Officer & Member and Mr. Navin Kumar Jain, Managing Director.
Mr, Aditya Parakh is the Chairman of the Audit Committee, 'the Company
Secretary of the Company acts as me Secretary to the Audit Committee,
The Terms of Reference of the Audit Committee has been provided in the
Corporate Governance Section forming part of dais Report.
Four meetings of the Audit Committee were held during the year 2014-15
on May 20, 2014, August 12, 2014, November 12, 2014, and February
13,2015
AUDIT QUALIFICATIONS
There are no qualifications, reservations or adverse remarks or
disclaimers made by Songhai & Co Chartered Accountants, Statutory
Auditors, in their report on die Company's financial statements for the
year ended on March 31, 2015. Further, the Statutory Auditors have not
reported any incident of fraud to the Audit Committee of the Company
during die year under review.
FIXED DEPOSITS:
The Company has not accepted any public deposits during the financial
year 2014-2015.
OBSERVATTON OF SECRETARIAL AUDITOR
According to observation by secretarial auditor, we would like to state
that during the stipulated time period we have not find the suitable
candidate for the post of woman Director in the Company and afterward
we have appointed M$. Barkha AgarwaL. sW Additional Women Director in
the Company whh effect from June 22, 2015.
PART!PITT ARS OF EMPLOYEES;
As none of employees are covered under section 197, the information
required under Section 197 (12) of the Act read with Rule 5(1) of The
Companies {Appointment and Remuneration of Managerial Personnel) Rules,
2014 is not provided in the report
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE BFGITT ATORS
/ COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE mM PAWVS
OPERATIONS IN FUTURE
There arc no such orders passed by the regulators / courts / tribunals
impacting the going concern status and the Company's opera dons in
future.
REPORT ON CORPORATE GOVERNANCE
A report on Corporate Governance, in accordance with Clause 49 of the
Listing Agreement with the Stock Exchanges, is set out separately for
the information of the shareholders.
ACKNOWLEDGEMENTS:
The Director wish to place on record their appreciate non for the whole
hearted and sincere cooperation the company has received from its
bankers, employees and various government agencies.
For and on behelp of the Board of Directors
(Navin Kumar Jain) (Adilya Parakh)
Place: Kolkata DIN No.:004658BS DIN NO.:00459679
Date: 29th May 2015
Mar 31, 2014
The Members,
The directors have pleasure in presenting the 32,nd Annual Report
together with rhe Audited Accounts of the Company for the year ended
31st March 2011.
FINANCIAL HIGHLIGHTS:
PARTICULARS Year Ended Year Ended
31.03.2014 31.03.2013
(Rs) (Rs)
Operational & other income 54,929,915.00 19,056,747.13
Profit/ Loss Before Depreciation
& Tax 630,073.00 3,298,606.89
Less: Depreciation 7,675.00 12,791.00
Provision for taxation 151,977.00 12,35,000.00
MAT Credit Entitlement earlier vear - -
Deferred Tax '' (555.00) 2901.00
Taxes for earlier
years'' - 87,775,50
Pro fit/Loss after Depreciation
&Tax 470,976.00 1,960,139.39
Balance brought forward for
previous year 208,555,217.00 289,330,606.10
Appropriations
Amount transferred to
NBFC Reserves 94,195.00 392,028.00
Bonus shares issued - 82,343,500.00
Balance Carried to
Balance Sheet 208,931,998.00 208,555,217,49
OPERATIONS:
Net profit for the year under consideration is Rs.470, 976.00 as
against Rs.,1,960,139.00 in the previous year. Company looks forward
for better business opportunities for improvement in its operations.
DIVIDEND & APPROPRIATIONS:
The Board of Directors has decided not to recommend any dividend for
die year ended 31st March, 2014,
The Company has transferred amount of Rs. 94,195/- (Ninety Four
Thousand One Hundred and Ninety Five Only) to Statutory Reserve Fund
Created in terms of Section 45-IC of the RBI AcL, 1934 during the year
under review. However, the remaining part after setting aside statutory
reserve fund amount from Profit & Loss Account has been transferred to
Balance Sheet under the Reserves and Surplus.
CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the. listing Agreement entered into with the
Stock Exchanges, the Company has complied with all the provisions of
Corporate Governance and a report on corporate governance is annexed
hereto and forms part of this report. A certificate from Auditors of
the Company regarding compliance of Corporate Governance, as stipulated
under clause 49 of the Listing Agreement, is appended to the Annual
Report.
DIRECTORS:
During the financial year under review, Mr. Suresh Pukhraj Jain was
appointed as directors by the Shareholders at die 3G111 September,
2013, Annual General Meeting of die Company
SHIFTING OF REGISTERED ADDRESS
During the year Company has shifted it''s registered office address
from Merlin Chambers, 18, British India Street, to 7, Mangoe Lane, 2m1
Floor, Room No. 212, Kolkata- 700001 with effect from 2,ul December,
2013 after requisite approval of ROC of West Bengal and other Statutory
Authority.
DIRECTORS 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 statement pursuant to the provisions of Section 217(2AA) of
die Companies Act, 1956:
1. I hat in the preparation of the annual accounts, die applicable
accounting standards have been followed along with proper explanation
reladng to material departures, if anv;
2. That 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 die Company at the end of the financial year and of the
loss of the Company for the year under review;
3. That 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. ''That the Annual Accounts for the year ended 31March, 2014, have
been prepared on a going concern basis.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL RESULTS
The Company does not have any subsidiary Company
MANAGEMENT DISCUSSION & ANALYSIS;
Management Discussion Sc Analysis Report for the year under review as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges is presented separately in the Annual Report.
AUDITORS:
M/s Sanghai & CO., Chartered Accountants, the Company''s Auditors will
retire at the conclusion of die ensuing Annual Genera! Meeting and are
eligible for re-appointment. Your Directors recommend their
reappointment for the ensuing year.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNINGS AND OUTGO:
(A) Conservation of Energy and Technology'' Absorption:
in view of the nature of activities which . are being carried out by
die Company, your Directors have nothing to state in connection with
Conservation of Energy and technology'' Absorption as specified in Rules
2A and 2B of the Companies (Disclosure of Particulars in Report of
Board of Directors) Rules, 1988.
(B) Foreign Exchange Earnings & Outgo
During die year under review, the Company did not have any Foreign
Exchange Earnings or Outgo.
CORPORATE GOVERNBNCE:
As per Clause 49 of the Listing Agreement, the code of Corporate
Governance is applicable to your Company. A detailed report oil
Corporate Governance, declaration of Director and a certificate from a
Practicing Chartered Accountant regarding compliance of conditions of
Corporate Governance as stipulated under Clause 49 of die Listing
Agreement is annexed and forms part of this report.
SECRETARIAL COMPLIANCE
Secretarial compliance Certificate as per section 383A of Companies
Act, 4956 is placed as apnexure to tins report. No adverse comments
have been made in die said report by the Practicing Company Secretary.
AUDITORS'' REPORT:
Observations made in the Auditors'' Report arc self explanatory and
therefore, do nor call for any further comments under Section 217(3) of
die Companies Act, 1956.
FIXED DEPOSITS:
-The Company has not accepted any deposits within the meaning of
Section 58A of the Companies Act, 1956 and the rules made there under.
PARTICULARS OF EMPLOYEES:
During the year under review, none of the employees of the Company was
in receipt of remuneration exceeding the limits prescribed under
section 217(2A) of the Companies Act. 1956 and die rules made there
under as amended.
LISTING ARRANGEMENT
The securities of the Company are listed on The Calcutta Stock Exchange
Ltd. (Stock Code No. 011262). The annual listing fees for the year
under review have been paid to stock exchange.
ACKNOWLEDGEMENTS:
The Director wish to place on record their appreciation for the whole
hearted and sincere cooperation the. company has received from its
bankers, employees and various government agencies.
For and on behalf of the Board of Directors
(Navin Kumar Jain) (Aditya Parakh)
Place: Kolkata DIN No,:00465888 DIN No.:00459679
Date: 20th May 2014
Mar 31, 2013
The Members,
The directors have pleasure in presenting the 31st Annual Report
together with the Audited Accounts of the Company for the year ended
31st March 2013.
FINANCIAL HIGHLIGHTS:
PARTICULARS Year Ended Year Ended
31.03.2013 31.03.2012
Rs.P. Rs. P.
Operational & other income 19,056,747.13 (6,925,780.55)
Profit/ Loss Before Depredation
& Tax 3,298,606.89 (15,345,200.29)
Less: Depreciation 12,791.00 3,022.00
Provision for taxation 12,35,000.00 1,463,685.00
MAT Credit Entitlement
earlier year - (48,671,330.00)
Deferred Tax 2901.00 -
Taxes for earlier years 87,775.50 (4.00)
Profit/I.oss after Depreciation
&Tax 1,960,139.39 31,859,426.71
Balance brought forward for
previous year 289,330,606,10 263, 843,064.39
Appropriations
Amount transferred to NBFC
Reserves 392,028.00 6,371,885.00
Bonus shares issued 82,343,500.00 -
Balance Carried to
Balance Sheet 208,555,217.49 289,330,606.10
OPERATIONS:
Met profit for the year under consideration is Rs.1,960,139.39 as
against Rs. 31,859,426.71 the previous year. Company looks forward
for better business opportunities for improvement in its operations.
DIVIDEND & APPROPRMTIONS:
- The Board of Directors has decided not to recommend any dividend for
the vear ended 31st March, 2013.
During the year Mr. Navin Jain has been appointed as Managing Director
with effect from 1st April 2013 subject to the approval of
shareholders.
Mr. Tapan Sudani, Director of the Company redres by rotation at die
ensuing Annual General Meeting and being eligible, offers himself for
re-appointment. Your directors have pleasure in recommending die above
appointment.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to die
information and explanations obtained by diem, your Directors make the
following statement pursuant to the provisions of Secnon 217(2AA) of
the Companies Act, 1956:
1. That 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. That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates drat 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 die financial year and of the
loss of die Company, for the year, under review;
i. I hat the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4. That the Annual Accounts for the year ended 31st March, 2013, have
been prepared on a going concern basis.
MANAGEMENT DISCUSSION & ANALYSTS:
Management Discussion & Analysis Report for the year under review as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges is presented separately in die Annual Report.
AUDITORS:
M/s Sanghai & CO., Chartered Accountants, the Company''s Auditors will
retire at the conclusion of the ensuing Annual General Meeting and are
eligible for re-appointment. Your Directors recommend their
reappointment for the ensuing year.
CONSERVATION OF ENERGY.
TECHNOLOGY ABSORPTION.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
(A) Conservation of Energy and Technology Absorption:
In view of die nature of activities which are being c:trried out by the
Company, your Directors have notiiing to state in connection with
Conservation of Energy7 and technology Absorption as specified in Rules
2A and 2B of the Companies (Disclosure of Particulars in Report of
Board of Directors) Rules 1988.
(B) Foreign Exchange Earnings & Outgo
During the year under review, the Company did noL have any Foreign
Exchange Earnings or Outgo. CORPORATE GOVERNENCE:
As per Clause 49 of the Listing Agreement, the code of Corporate
Governance is applicable to your Company. A detailed report on
Corporate Governance, declaration of Director and a certificate from a
Practicing Chartered Accountant regarding compliance of conditions of
Corporate Governance as stipulated under Clause 49 of the Listing
Agreement is annexed and forms part of this report.
AUDITORS'' REPORT:
Observations made in die Auditors'' Report are self explanatory and
therefore, do not call for any further comments under Section 217(3) of
the Companies Act, 1956.
FIXED DEPOSITS:
The Company has not accepted any deposits within the meaning of Section
58A of the Companies Act, 1956 and die rules made there under.
PARTICULARS OF EMPLOYEES:
During the year under review, none of die employees of the Company was
in receipt of remuneration exceeding the limits prescribed under
section 217(2A) of the Companies Act, 1956 and the rules made there
under as amended.
LISTING ARRANGEMENT
The securities of die Company are listed on Calcutta Stock Exchange
(Stock Code No. 011262). The annual listing fees for the year under
review have been paid to The Stock Exchange, Calcutta.
ACKNOWLEDGEMENTS: ''
The Directors wish to place on record their appreciation for the
performance of die employees of the Company during the year.
The Directors also express their gratitude to the bankers, government
agencies, business Associates and shareholders for their co-operation
and look forward to their continued support in the future.
For and on behalf of the Board of Directors
(Navin Kumar Jain) (Aditya Parakh)
Place: Kolkata
Date: 27th May 2013
Mar 31, 2012
The Members
The directors have pleasure in presenting the 30th Annual Report
together with the Audited Accounts of the Company forthe year ended
31sr March''2012.
FINANCIAL HIGHLIGHTS:
PARTICULARS Year Ended Year Ended
31.03.2012 31.03.2011
Rs.P. Rs. P.
Operational & other income (6, 925,780.55) 26, 502, 380. 97
Profit/ Loss Before
Depreciation &Tax (15,345,200.29) 5,480,983.01
Less: Depreciation 3,022,00 -
Provision for taxation 1,463,685 1,100,000
MAT Credit Entitlement
earlier year (48,671,330.00) -
Deferred Tax - 203,150
Taxes for earlier (4.00) -
years
Profit after Depredation
&Tax 31,859,426.71 4,177,833.01
Balance brought forward for
previous year 263, 843, 064.39 262, 421,213.38
Appropriations
Amount transferred to
NBFC Reserves 6,371,885.00 835,567.00
Proposed Dividend - 1,646,870.00
Tax on Dividend - 2,73,545.00
Balance Carried to
Balance Sheet 289,330,606.10 263,843,064.39
OPERATIONS:
Net profit for the year under consideration is Rs.3 i ,859,426.71 as
against Rs.4,177,833.01 in the previous year. Company looks forward for
better business opportunities for improvement in its operations.
DIVIDEND & APPROPRIATIONS:
The Board of Directors has decided not to recommend any dividend for
the year ended 31st March,2012.
Mr. Aditva Parakh, Director of the Company retires by rotation at the
ensuing Annual General Meeting and being eligible, offers himself for
re-appointment. Your directors have pleasure in recommending the above
appointment.
DIRECTORS 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 statement pursuant to the provisions of Section 217(2AA) of
the Companies Act, 1956:
1. That 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. Thar the Directors have selected such accounting policies and
applied them consistendy 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
loss, of the Company for the year under review;
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and. detecting fraud and other
irregularities;
4. That the Annual Accounts for the year ended 31st March, 2012, have
been prepared on a going concern basis.
MANAGEMENT DISCUSSION & ANALYSIS:
Management Discussion & Analysis Reporr for the vear under review as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges is presented separately in the Annual Report.
AUDITORS:
M/s Sanghai & CO., Chartered Accountants, the Company''s Auditors will
retire at the conclusion of the ensuing Annual General Meeting and are
eligible for re-appointment. Your Directors recommend - their
reappointment for the ensuing year.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNINGS AND OUTGO:
(A) Conservation of Energy and Technology Absorption:
In view of the nature of activities which are being carried out by the
Company, your Directors have nothing to state in connection with
Conservation of Energy and technology Absorption as specified in Rules
2A and 2B of the Companies (Disclosure of Particulars in Report of
Board of Directors) Rules, 1988.
(B) Foreign Exchange Earnings & Outgo
During the year under review, the Company did not .have any Foreign
Exchange Earnings or Outgo. CORPORATE GOVERNENCE:
As per Clause 49 of the Listing Agreement, the code of Corporate
Governance is applicable to your Company. A detailed report on
Corporate Governance, declaration of Director and a certificate from a
Practicing Company Secretary regarding compliance of conditions of
Corporate Governance as stipulated under Clause 49 of the Listing
Agreement is annexed and forms parr of this report.
AUDITORS'' REPORT:
Observations made in the Auditors'' Report are self explanatory and
therefore, do not call for any further comments under Section 217(3) of
the Companies Act, 1956
FIXED DEPOSITS:
The Company has not accepted any deposits within the meaning of Section
58A of the Companies Act, 1956 and the rules made there under.
PARTICUT ARS OF EMPLOYEES:
During the year under review, none of the employees of the Company was
in receipt of remuneration exceeding the limits prescribed under
section 217 (2A) of the Companies Act, 1956 and the rules made there
under as amended.
ACKNOWLEDGEMENTS:
The Directors wish to express their gratitude to the bankers, Clients,
and all the Business Associates for their continuous support to the
Company and to the Shareholders for the confidence reposed in the
Company''s management. The Directors also convey their appreciation to
all the employees at all levels for their enormous personal efforts as
well as collective contribution.
For and behalf of the Directors,
(Naveen Kumar Jain) (Aditya Parakh)
Place: Kolkata
Date : 28.05.2012
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