Mar 31, 2025
Y our Directors are pleased to present their 35th (Thirty Fifth) Report of the Company together with the audited financial statements for the Financial Year ended on March 31, 2025.
The performance highlights and summarized financial results of the Company are given below:
1. INFORMATION ON STATUS OF AFFAIRS OF THE COMPANY
? Income from operation for the year was Rs. 981.20 Lakhs as compared to Rs. 695.60 Lakhs in 2023-24, a growth of 29.11%
? Profit After Tax for the year was Rs. 216.53 Lakhs as compared to Rs. 212.37 Lakhs in 2023-24, an increase of 1.92%
FINANCIAL RESULTS
|
(In Lakhs) |
||||
|
Standalone |
Consolidated |
|||
|
Particulars |
2025 March, |
31st March, 2024 |
2125 March, |
31st March, 2024 |
|
Total Revenue |
1002.88 |
695.73 |
1814.70 |
1277.29 |
|
Less: Total Expenditure |
715.41 |
385.76 |
2425.65 |
1146.99 |
|
Profit/(Loss)before Tax |
287.47 |
309.97 |
(610.95) |
14.40 |
|
Less: Provision for Taxation |
- |
- |
- |
- |
|
Current Tax |
70.96 |
97.55 |
70.96 |
97.55 |
|
Short provision of Tax for earlier year |
- |
- |
- |
(4.22) |
|
Deferred Tax Asset |
(0.03) |
(0.01) |
(8.11) |
(212.50) |
|
Profit/(Loss) after Tax |
216.53 |
212.37 |
(673.80) |
133.56 |
|
Add: Balance bought forward from last year |
- |
- |
- |
- |
|
Surplus available for appropriation |
- |
- |
- |
- |
|
Less: Appropriations |
- |
- |
- |
- |
|
Fixed Assets written off |
- |
- |
- |
- |
|
Transfer to reserve Fund u/s 45(IC) of RBI Act 1934 |
43.31 |
42.47 |
37.27 |
37.27 |
|
Surplus Carried to Balance Sheet |
- |
- |
- |
|
After careful assessment of the available profit during the financial year ended 31st March, 2025, your directorâs have not recommended any dividend for the financial year ended 31st March, 2025.
3. TRANSFER TO RESERVES
There has been no transfer to general reserves during the year. As required by Reserve Bank of India, the Company made a transfer of Rs. 43.31 lakhs to statutory reserves constituting 20% of the net profits made during the year under review.
4. CHANGE IN THE NATURE OF BUSINESS
There were no changes in the nature of the business of the Company during the financial year 2024-25.
5. NAME OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
During the reporting period, the Company has three wholly owned Subsidiaries named as follows:
1. Credent Investment Private Limited
2. Credent Property Advisory Private Limited
3. Credent Asset Management Services Private Limited*
Hence, provisions of Section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are applicable and details of the same is annexed in AOC-1 as Annexure-I.
6. DETAILS OF DEPOSITS COVERED UNDER CHAPTER V OF COMPANIES ACT, 2013
The Company, being a Non-Deposit accepting Non-Banking Finance Company, has not accepted/ invited any deposits from the public during the financial year ended March 31, 2025 in terms of the provisions of Chapter V of the Companies Act, 2013 read with the allied Rules and the Directions issued by Reserve Bank of India for Non-Deposit accepting Non-Banking Finance Companies and shall not accept any deposits from the Public without obtaining the prior approval of RBI.
Further, your Company being an NBFC, disclosure requirements under Chapter V of the Act read with Rule 8(5)(v) and 8(5)(vi) of the Companies (Accounts) Rules, 2014 are not applicable to your Company.
7. RESERVE BANK OF INDIA GUIDELINES
As on 31stMarch, 2025, the Company falls in the Base layer on group level as per the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023. The Company continues to comply with all the applicable directions, regulations, guidelines, etc. prescribed by RBI from time to time.
8. NBFC REGISTRATION
Our Company is a Non-Banking Financial Company (NBFC) registered with RBI as a NBFC- Non-Deposit taking - Non-Systematically Important under section 45 IA of the Reserve Bank of India Act, 1934.
Pursuant to change in the name of the Company, and prior to the shifting of its Registered Office, the Certificate of Registration (CoR) bearing Registration No. 14.00242 dated May 30, 2023, was issued. Consequently, the earlier CoR bearing Registration No. 14.00242 dated March 04, 1998, issued in the name of M/s Oracle Credit Limited, was cancelled.
Subsequently, upon shifting the Registered Office of the Company from NCT of Delhi to Mumbai, Maharashtra a fresh Certificate of Registration was issued by the Reserve Bank of India, Mumbai Regional Office. The new CoR bears Registration No. B-13.02494 and is dated August 29, 2024.
The Company has in place a Fair Practice Code approved by the Board in compliance with the guidelines issued by the RBI, to ensure better service and provide necessary information to customers to take informed decisions. The FPC is posted on the website of the Company at https://www.credentglobal.com. The FPC is also reviewed by the Board at frequent intervals to ensure its level of adequacy and appropriateness.
10. REGISTERATION OF CREDIT INFORMATION COMPANIES (CICâS) AS PER RBI NORMS
The directors of the Company are happy to report that the company have its membership certificate from all CICs i.e., Credit Information Bureau (India) Limited (CIBIL), Equifax Credit Information Services Private Limited (ECIS), Experian Credit Information Company of India Private Limited, CRIF High Mark Credit Information Services Private Limited. A sound rating/upgrade in a challenged business environment speaks volumes about the Companyâs performance and its systems & processes.
11. DEMATERIALIZATION OF SHARES
The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The ISIN No INE727C01024 has been allotted for the company. Therefore, the investors may keep their shareholding in the electronic mode with their depository Participant 92.67% of the Companyâs paid-up Share Capital is in dematerialized form as on 31stMarch, 2025 and balance 7.33% in physical form.
12. DIRECTORS AND KEY MANAGERIAL PERSONNELFollowing are the details of Directors and Key Managerial Personnel (KMP) of the Company as on 31st March, 2025:
|
DIN No./ PAN |
Name of the Director/KMP |
Designation |
Date of Appointment |
Date of Resignation |
|
07002410 |
Aditya Vikram Kanoria |
Managing Director and Chief Financial Officer |
03/11/2021 |
NA |
|
06395827 |
Mandeep Singh |
Executive Director |
28/10/2021 |
NA |
|
06594845 |
Mohit K Chheda |
Non-Executive & NonIndependent Director |
03/11/2021 |
NA |
|
07739598 |
Sulabh Jain |
Non-Executive & Independent Director |
03/11/2021 |
NA |
|
08135535 |
Shubhangi Agarwal |
Non-Executive & Independent Director |
28/10/2021 |
NA |
|
MRXPS7793C |
Preeti Sethi |
Company Secretary |
03/11/2021 |
NA |
|
AELPA8836M |
Samir Agarwal |
Chief Executive Officer |
30/05/2024 |
NA |
During the year 2024-2025, there has been no change in the Board of Directors of the Company except the appointment of Mr. Samir Agarwal as a Chief Executive Officer (CEO) on the Board of the Company for the Financial year 2024-25 with effect from May 30th, 2024 .
**However, Mr. Vikas Kataria (DIN: 02855136) and Mr. Navneet Kumar (DIN: 10725183) both have been appointed on the Board of the Company as an additional Executive Director and additional Independent Director dated July 21st, 2025 respectively, subject to approval of the Members of the Company in the ensuing Annual General Meeting of the Company.
Retirement by Rotation:
Mr. Mohit K Chheda (DIN: 06594845), Non-Executive Director of the Company, who retires by rotation in accordance with the provisions of Section 152 of the Companies Act, 2013 at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The detailed profile of Mr. Mohit K Chheda has been included in the Notice convening the ensuing AGM.
The Company has received consent in writing to act as directors in Form DIR-2 and intimation in Form DIR-8 pursuant to Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014, to the effect that they are not disqualified under section (2) of section 164 of the Companies Act, 2013. The Board considers that his association would be immense benefit to the Company, and it is desirable to avail his services as Directors. Accordingly, the Board recommends the resolution related to appointment of above directors for the approval of shareholders of the company.
13. DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the provisions contained in Section 134 (5) of the Companies Act, 2013, Your Directors, confirm that:
i) In the preparation of the annual accounts for the financial year ended on March 31, 2025 the applicable Indian Accounting Standards have been followed and there are no material departures from the same;
ii) The selected accounting policies were applied consistently, and the Directors 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 as at March 31, 2025 and of the profit of the Company for that period.
iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.
iv) The annual accounts have been prepared on a ''going concern'' basis.
v) The Internal financial controls have been laid by the Directors to be followed by the Company and such financial controls are adequate and were operating effectively.
vi) Proper systems had been devised in compliance with the provision of the all applicable laws and such systems were adequate and operating effectively.
14. EXTRACT OF ANNUAL RETURN
In accordance with the provisions of Companies (Amendment) Act, 2017, read with Section 134(3) of the Companies Act, 2013, the Annual Return, as on March 31, 2025 under Section 92 (3) of the Companies Act, 2013, is hosted on the website of the Company at https://credentglobal.com.
15. CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on Corporate Governance along with the certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance is part to this Report in Annexure-II.
16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the Financial Year 2024-25 as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report as Annexure - III.
18. SEPARATE MEETING OF INDEPENDENT DIRETORS
Independent Directors of the Company held their Separate meeting under Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of Companies Act, 2013 on Friday, 28th March, 2025 at Registered office of the Company (cum video conferencing) at Unit No. 1216, 12th Floor, C-Wing, One BKC, G-Block, Opposite bank of Baroda, Bandra Kurla Complex, Bandra (East), Mumbai-400051 to evaluate their performance.
19. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.
During the year under consideration, Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company under section 143(12) of the Companies Act, 2013.
20. INDEPENDENT DIRECTORS DECLARATION
All Independent Directors have given declaration that they meet the criteria of independence with relevant integrity, expertise, experience and proficiency as provided under Section 149 read with Schedule IV of the Act and Regulation 16 of the SEBI Listing Regulations and have also complied with the code of conduct of Directors and Senior Management. They have also given declaration that their names were included in the data bank of Independent Directors being maintained with âIndian Institute of Corporate Affairsâ under Rule 6 (3) of the Companies (Appointment and Qualification of Directors) Rules, 2014.
21. POLICY ON APPOINTMENT OF DIRECTORS
The management of the Company is immensely benefited from the guidance, support and mature advice from members of the Board of Directors who are also members of various committees. The Board consists of directors possessing diverse skills and rich experience to enhance quality of its performance. The Company has adopted a Policy on Board Diversity formulated by the Nomination and Remuneration Committee.
22. DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TO SECTION 134(3) (e) AND SECTION 178 (3)
The Companyâs Policy on Directorsâ appointment and remuneration and other matters provided in Section 178(3) of the Act has been briefly disclosed hereunder and in the Report on Corporate Governance, which is part of this Annual Report.
The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.
In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:
> Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.
> Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the Directors are expected to demonstrate high standards of ethical behavior, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them
The Directors affirm that the remuneration paid to Directors, Key Managerial Personnel and employees is as per the Remuneration Policy of the Company.
The said Policy is also available on the website of the Company i.e. https://credentglobal.com .
23. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has formulated a âWhistle Blower Policyâ for the Directors and Employees to report genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct and provides safeguard against victimization of director or employees or any other person who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The same is also uploaded on the website of the Company at https://credentglobal.com .
During the year under review, no complaints have been received by the Company from any whistle blower.
The Management has a healthy relationship with the officers and the Employees.
25. AUDITOR AND AUDITORâS REPORT Statutory Auditor
In terms of provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Members of our Company in its 32nd Annual General Meeting (AGM) of the Company was held on September 29th, 2022 approved the appointment of M/s. Kapish Jain & Associates, Chartered Accountant (Firm Registration No. 022743N), Delhi as Statutory Auditors of the Company for a period of 5 five consecutive years, to hold office from the conclusion of 32nd Annual General Meeting (âAGMâ) till the conclusion of the 37th Annual General Meeting (âAGMâ).
The reports of Statutory Auditors on Financial Statements for the FY 2024-25 forms part of the Annual Report. There are no qualifications, reservations, adverse remarks, disclaimer or emphasis of matter in the Auditorsâ Reports.
M/s Sumit Bajaj & Associates, Practicing Company Secretaries (M. No.: 45042 and COP.: 23948) was appointed as Secretarial Auditor of the Company for the financial year 2024-25 on 14th August, 2024 pursuant to the provisions of Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2025, is annexed herewith as Annexure-IV.
M/s GAR & Company, Chartered Accountants, Delhi (Firm Registration No. 039075N) was appointed as Internal Auditor of the Company for the financial year 2024-2025 on November 14th, 2024 pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Rule 13 of the Companies (Accounts) Rules, 2014.
The Report of the Internal Auditors is reviewed by the Audit Committee.
26. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS IN THEIR REPORTS
There were no qualifications, reservations or adverse remarks made by the Statutory Auditors or Secretarial Auditors in their report.
27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The Company, being a Non-Banking Finance Company registered with the Reserve Bank of India and engaged in the business of giving loans and making investments, is exempt from complying with the provisions of Section 186 of the Companies Act, 2013 in respect of loans, guarantees and security provided by it. Accordingly, the disclosures of the loans and guarantees given as required under the aforesaid Section have not been given in this Report. Further, details of loans, guarantees and investments covered by the provisions of section 186 of the Companies Act, 2013 are given in the notes to the financial statements.
28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIESDuring the year under review, all the contracts or arrangement entered into by the Company, if any, with its related parties were in ordinary course of business and on armâs length.
The Company had formulated a policy on Related Party Transactions (RPTsâ), dealing with the review and approval of RPTs. The Policy provides for identification of RPTs, necessary approvals by the Audit Committee/Board/Shareholders, reporting and disclosure requirements in compliance with the Companies Act, 2013 and provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
All the transactions executed by the Company during the FY, with Related Parties, were on armâs length basis and in ordinary course of the business. All such Related Party Transactions were placed before the Audit Committee/Board for approval, wherever applicable. Also, the Company has obtained shareholders approval on the material Related Party Transaction in the previous Annual General Meeting.
During the FY, the Company entered into contract/arrangement/transaction with related party, which is considered material in accordance with Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same was approved by the Shareholders in the previous Annual General Meeting held on September 30th, 2024. The policy for determining âmaterialâ subsidiaries and the policy on materiality on Related Party Transactions and dealing with Related Party Transactions, as approved by the Board, may be accessed on the website of the Company i.e. www.credentglobal.com. Your Directors draw attention of the members to Note No. 31 to the Financial Statements which sets out the Related Party disclosures. Since all Related Party Transactions entered into by the Company were on armâs length basis and in the ordinary course of the business and the Company had not entered into any material related Party contract as per the Companies Act, 2013, the Form AOC-2 is not required to be provided.
29. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
During the Financial Year 2024-2025 under review, there were certain material events occurred which are mentioned below:
> Change in Registered Office of the Company from the NCT of Delhi to the State of Maharashtra (Mumbai):
The Registered office of the Company has been shifted from the NCT of Delhi to the State of Maharashtra (Mumbai), vide Fresh Certificate of Incorporation issued by the Registrar of Companies, Mumbai (Maharashtra) dated 08th June, 2023.
** With respect to abovementioned shifting of Registered Office of the Company, NOC was issued by the Reserve bank of India (âthe RBIâ) Delhi Region dated August, 13th, 2024 and Fresh Certificate of Registration (CoR) was issued by the RBI Mumbai Region dated August, 29th, 2024.
> Sub-Division/Split of every 1 (one) equity share of the company having face value of Rs. 10/-(Rupees ten) each fully paid up into 5 (five) equity shares of face value of Rs. 2/- (Rupees two each):
The Equity Shares of the Company are listed and traded on BSE Limited. In order to improve the liquidity of the Company''s Share and to make it more affordable for small investors and retail investors as also to broaden the small investors base, the Board of Directors of the Company, at its Meeting held on September 06th, 2024 has recommended to sub-divide/split the face value of each Equity Share having value of Rs. 10/- (Rupees Ten Only) each into 5 (Five) Equity Shares of face value of Rs. 2/- (Rupees Two Only) each fully paid up. Further, this was also approved by the Shareholders of the Company dated September 30th, 2024.
> The Company has opened a Branch for Gold Loan Business on February 02nd, 2025 to provide secured financial solutions to our Customers. This will contribute to the Companyâs overall growth.
30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO
The Company being a Non-Banking Finance Company (NBFC) does not have any manufacturing activity. Thus, the provisions related to conservation of energy and technology absorption are not applicable on the Company. However, the Company makes all efforts towards conservation of energy, protection of environment and ensuring safety.
31. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has a structured Risk Management Policy duly approved by the Board of Directors. The Risk Management process is designed to safeguard the Company from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business of the Company. The potential risks are integrated with management process such that they receive the necessary consideration during the decision making. It has been dealt in greater detail in Management Discussion and Analysis Report annexed to this Report.
32. CORPORATE SOCIAL RESPONSIBILITY POLICY
Pursuant to the provisions of Section 135(1) of the Companies Act, 2013, the provisions related to Corporate Social Responsibility (CSR) are applicable on companies having net worth of rupees five hundred crore or more; or turnover of rupees one thousand crore or more; or a net profit of rupees five crore or more. The present financial position of the Company does not make it mandatory for the Company to undertake CSR initiatives or to formulate CSR Policy during the Financial Year ended March 31, 2025. The Company will constitute CSR Committee, develop CSR Policy and implement the CSR initiatives whenever the same becomes applicable on the Company.
33. EVALUATION BY BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
In compliance with the provisions of the Act, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation was carried out as under:
In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meeting, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the view that performance of the Board of Directors as a whole was satisfactory.
The performance of the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee, the Investment Committee and the Risk Management Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes, committee dynamics etc. The Board was of the view that all the committees were performing their functions satisfactorily.
** Investment and Risk Management Committee has been constituted to meet the requirement of provisions of the RBI.
In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters.
Independent Directors, at their separate meeting, have evaluated the performance of Non independent Directors and the Board as a whole; and of the Chairman of the Board, taking into account the views of other Directors; and assessed the quality, quantity and timeliness of flow of information between the Companyâs Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Board and the Independent Directors were of the view that performance of the all the Directors as a whole was satisfactory.
The evaluation framework for assessing the performance of the Directors includes the following broad parameters:
> Relevant expertise;
> Attendance of Directors in various meetings of the Board and its Committees;
> Effective participation in decision making process;
> Objectivity and independence;
> Level of awareness and understanding of the Companyâs business;
> Professional conduct of the directors in various meetings of the Board and its committees;
> Compliance with the Code of Conduct of the Company;
> Ability to act in the best interest of the Company.
34. INTERNAL FINANCIAL CONTROLS
The Company has laid proper and adequate systems of internal financial control commensurate with the size of its business and nature of its operations with regard to the following:
(i) Systems have been laid to ensure that all transactions are executed in accordance with management''s general and specific authorization.
(ii) Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.
(iii) Access to assets is permitted only in accordance with management''s general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.
(iv) The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to any differences, if any.
(v) Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Companyâs policies.
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.
The following Committees constituted by the Board function according to their respective roles and defined scope:
> Audit Committee
> Nomination and Remuneration Committee
> Stakeholder Relationship Committee
> Investment Committee
> Risk Management Committee
Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance, which forms a part of this Annual Report. Further, during the year under review, all recommendations made by the various committees have been accepted by the Board.
** Investment and Risk Management Committee has been constituted to meet the requirement of provisions of the RBI.
The Investment Committee is constituted as per RBI guidelines and notifications. As on 31st March, 2025, the Investment Committee of the Company comprises of two Executive Directors i.e. Mr. Aditya Vikram Kanoria (Managing Director) as Chairman, Mr. Mandeep Singh as Member and one Non-Executive Director, Mr. Mohit K Chheda as Member. The Committee has been authorized to take investment decisions of the Company with a view to growth and expansion of Business of the Company.
The Risk Management Committee is constituted as per RBI guidelines and notifications. As on 31st March, 2025, the Risk Management Committee of the Company comprises of two Executive Directors i.e. Mr. Aditya Vikram Kanoria (Managing Director) as Member, Mr. Mandeep Singh as Chairman and one Non-Executive Director, Mr. Mohit K Chheda as Member. The main object of this committee is to Identifies and analysis various risk associated with business. It identifies risk at early stages and takes all necessary steps to avoid their harmful effects. Information from past is analyzed to recognize all possible future unfortunate events.
****Further, As per SEBI (LODR) Regulations, 2015, there is no requirement to constitute a Risk Management Committee for the Company.
36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 READ WITH ALLIED RULES
During the year under review, the company has Fifteen employees. Hence the company is required to constitute Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibitions and Redressal) Act, 2013. Further no complaint has been received by the company during the year under the said Act.
37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the period under review, there were no significant and material orders passed by the regulators/ courts or tribunals that would impact going concern status of the Company and its future operations.
38. NON-BANKING FINANCIAL COMPANIES AUDITORâS REPORT (RBI) DIRECTIONS, 2008:
Pursuant to the Non-Banking Financial Companiesâ Auditorsâ Report (Reserve Bank) Directions, 2008, a report from the Statutory Auditors to the Board of Directors has been received by your Company. This report has certified that the Company has complied with all the directions and prudential norms as prescribed under the RBI Act, 1934.
39. PARTICULARS OF EMPLOYEES PURSUANT TO THE SECTION 197 (12) OF COMPANIES ACT AND RULE 5(1), 5(2) AND 5(3) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:
|
SR.NO. |
PARTICULARS |
REMARKS |
|
1. |
The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year. |
16:01 |
|
2 |
The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year. |
NA |
|
3 |
The percentage increase in the median remuneration of employees in the financial year. |
142.86 |
|
4 |
Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. |
|
|
5 |
Affirmation that the remuneration is as per the remuneration policy of the Company |
The Remuneration is paid as per the Remuneration policy of the Company. |
|
6 |
The number of Permanent employees on the Pay Rolls of the Company |
15 |
Statement of Particulars of Employees pursuant to the Section 197 (12) of Companies Act and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
a) Details of the employees employed throughout the Financial Year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore rupees and two lakh rupees per month. NIL
b) Details of the employees employed for a part of the Financial Year and was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month; NIL
c) If employed throughout the Financial Year or part thereof and was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company: NIL
40. DISCLOSURE PERTAINING TO MAINTENANCE OF COST RECORD PERSUANT TO SECTION 148(1) OF THE COMPANIES ACT, 2013
The company is not required to maintain Cost Records as specified u/s 148(1) of the Companies Act, 2013 read with the applicable rules thereon for the Financial Year 2024-25. Hence the clause is not applicable to the Company.
41. RISK MANAGEMENT POLICY
Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has a structured Risk Management Policy duly approved by the Board of Directors. The Risk Management process is designed to safeguard the Company from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business of the Company. The potential risks are integrated with management process such that they receive the necessary consideration during the decision making. It has been dealt in greater detail in Management Discussion and Analysis Report annexed to this Report.
42. COMPLIANCE WITH SECRETERIAL STANDARDS
Pursuant to Secretarial Standard issued by the Institute of Company Secretaries of India, company has complied with the applicable secretarial standard i.e. SS-1 & SS-2 (Meetings of Board of Directors & General Meetings) respectively, during the year under review.
43. LISTING FEES
The Listing Fees for the financial year 2025-26 has been paid by the Company to BSE Limited i.e. the Stock Exchange where shares of the Company are listed.
44. SHARE CAPITAL
There was no change in the capital structure of the company and no fresh shares were issued by the company during the year under review.
However, sub-division/split of every 1 (one) equity share of the company having face value of Rs. 10/-(Rupees ten) each fully paid up into 5 (five) equity shares of face value of Rs. 2/- (Rupees two each).
|
Details of Sub-Division of Equity Shares: |
|||||||
|
Type of Capital |
Pre-Sub-division Share Capital Structure |
Post-Sub-division Share Capital Structure |
|||||
|
No. of Equity Shares |
Face Value (Rs.) |
Total Share Capital (Rs.) |
No. of Equity Shares |
Face Value (Rs) |
Total Share Capital (Rs) |
||
|
Authorized Share Capital |
2,50,00,000 |
10 |
25,00,00,000 |
12,50,00,000 |
2 |
25,00,00,000 |
|
|
Issued and Subscribed Capital |
1,02,92,246 |
10 |
10,29,22,460 |
5,14,61,230 |
2 |
10,29,22,460 |
|
|
Paid-up Capital |
1,02,92,246 |
10 |
10,29,22,460 |
5,14,61,230 |
2 |
10,29,22,460 |
|
45. OTHER INFORMATION
A. Issue of Equity Shares with differential rights
The Company has not issued any equity shares with differential rights so no disclosure is required as per Rule 4 (4) of the Companies (Share Capital and Debentures) Rules 2014.
B. Issue of Sweat Equity Shares
The Company has not issued sweat equity shares, so no disclosure is required as per Rule 8(13) of the Companies (Share Capital and Debentures) Rules 2014.
C. Issue of Employee Stock Options
The Company has not issued employee stock options, so no disclosure is required as per Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014.
D. Provision of money by company for purchase of its own share by employees or by trustee for the benefit of employees
The Company has not made any provision for purchase of its own share of employees or by the trustee for the benefit of employees so no disclosure is required as per Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014.
46. FAMILIARISATION PROGRAMMES
The Company familiarizes its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarization programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarization programme for Independent Directors is disclosed on the Companyâs website https://credentglobal.com.
47. PREVENTION OF INSIDER TRADING
The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.
48. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER -SE
None of the Directors are related to each other.
49. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
During the reporting period, no application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).
50. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF:
During the reporting period, no such valuation has been conducted in the financial year.
51. STATEMENT ON OTHER COMPLIANCES
Your Directorâs state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the reporting period:
a. Details relating to deposits covered under Chapter V of the Act.
b. Issue of equity shares with differential voting rights as to dividend, voting or otherwise;
c. Issue of shares (including sweat equity shares) to employees of the Company.
Company maintains a website https:credentglobal.com where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.
ACKNOWLEDGEMENT
Your directors wish to express their grateful appreciation for the valuable support and co-operation received from subbrokers, business associates, vendors, bankers, financial institutions, investors, stakeholders, registrar and share transfer agent, other business affiliates and media.
The Board places on record its sincere appreciation towards the Companyâs valued clients for the support and confidence reposed by them in the organization and the stakeholders for their continued co-operation and support to the company and looks forward to the continuance of this supportive relationship in future.
Your directors also place on record their deep sense of appreciation for the devoted services of the employees during the year under review.
Mar 31, 2024
Your Directors are pleased to present their 34th (Thirty Four) Report of the Company together with the audited financial statements for the Financial Year ended on March 31, 2024.
The performance highlights and summarized financial results of the Company are given below:
? Income from operation for the year was Rs. 695.60 Lakhs as compared to Rs. 304.15 Lakhs in 2022-23, a growth of 56.28%
? Profit Before Tax for the year was Rs. 309.96 Lakhs as compared to Rs. 186.64 in 2022-23, a increase of 39.79%
? Profit After Tax for the year was Rs. 212.36 Lakhs as compared to Rs. 132.03 Lakhs in 2022-23, a increase of 37.83%
|
Standalone |
Consolidated |
|||
|
Particulars |
March 31st , 2024 |
March 31st , 2023 |
March 31st, 2024 |
March 31st, 2023 |
|
Total Revenue |
695.72 |
304.42 |
1277.29 |
1957.20 |
|
Less: Total Expenditure |
385.76 |
117.78 |
1146.99 |
921.94 |
|
Profit/(Loss)before Tax |
309.96 |
186.64 |
14.40 |
1008.72 |
|
Less: Provision for Taxation |
- |
- |
- |
- |
|
Current Tax |
97.55 |
54.60 |
97.55 |
104.20 |
|
Short provision of Tax for earlier year |
- |
- |
(4.22) |
2.97 |
|
Deferred Tax Asset |
0.05 |
0.01 |
(212.50) |
227.96 |
|
Profit/(Loss) after Tax |
212.36 |
132.03 |
133.56 |
673.59 |
|
Add: Balance bought forward from last year |
- |
- |
- |
- |
|
Surplus available for appropriation |
- |
- |
- |
- |
|
Less: Appropriations |
- |
- |
- |
- |
|
Fixed Assets written off |
- |
- |
- |
- |
|
Transfer to reserve Fund u/s 45(IC) of RBI Act 1934 |
42.47 |
26.41 |
37.27 |
26.41 |
|
Surplus Carried to Balance Sheet |
- |
- |
- |
- |
The Board of Directors of the Company deems it appropriate to preserve the financial resources of the Company for its future activities and therefore, did not recommend any dividend on the Equity Shares for the financial year ended March 31, 2024.
3. TRANSFER TO RESERVES
Details of the amount transferred by the Company to RBI Reserve Fund Account as per the provisions of Section 45-IC of the Reserve Bank of India Act, 1934 are given in the Financial Statements of the Company for the year ended March 31, 2024 forming part of this Annual Report.
4. CHANGE IN THE NATURE OF BUSINESS
There was no changes in the nature of the business of the Company during the financial year 2023-24.
5. NAME OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
During the reporting period, the Company has three wholly owned Subsidiaries named as follows:
1. Credent Investment Private Limited
2. Credent Property Advisory Private Limited
3. Credent Asset Management Services Private Limited*
Hence, provisions of Section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are applicable and details of the same is annexed in AOC-1 as Annexure-I.
6. DETAILS OF DEPOSITS COVERED UNDER CHAPTER V OF COMPANIES ACT, 2013
The Company, being a Non-Deposit accepting Non-Banking Finance Company, has not accepted/ invited any deposits from the public during the financial year ended March 31, 2024 in terms of the provisions of Chapter V of the Companies Act, 2013 read with the allied Rules and the Directions issued by Reserve Bank of India for Non-Deposit accepting Non-Banking Finance Companies and shall not accept any deposits from the Public without obtaining the prior approval of RBI.
7. RBI GUIDELINES
The company continues to fulfill all the norms and standards laid down by the Reserve Bank of India for the Non-Banking Financial Company.
8. NBFC REGISTRATION
Your Company is a Non-Banking Financial Company (NBFC) registered with RBI as a NBFC- Non Deposit taking - Non-Systematically Important under section 45 IA of the Reserve Bank of India Act, 1934 bearing Registration no. 14.00242. Consequent to change in name of the Company, RBI issued fresh CoR No. 14.00242 dated May 30, 2023, in the name of Credent Global Finance Limited and consequently, CoR No. 14.00242 dated March 04, 1998 in the name of M/s Oracle Credit Limited was cancelled.
9. REGISTERATION OF CREDIT INFORMATION COMPANIES (CICâS) AS PER RBI NORMS
The Directors of the Company are happy to report that the Company get its membership certificate from all CICs i.e., Credit Information Bureau (India) Limited (CIBIL), Equifax Credit Information Services Private Limited (ECIS), Experian Credit Information Company of India Private Limited, CRIF High Mark Credit Information Services Private Limited. A sound rating/upgrade in a challenged business environment speaks volumes about the Companyâs performance and its systems & processes.
10. DEMATERIALIZATION OF SHARES
The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The ISIN No INE727C01016 has been allotted for the Company. Therefore, the investors may keep their shareholding in
the electronic mode with their depository Participant 92.40% of the Companyâs paid-up Share Capital is in dematerialized form as on March 31, 2024 and balance 7.60% in physical form.
|
DIN No./ PAN |
Name of the Director/KMP |
Designation |
Date of Appointment |
Date of Resignation |
|
07002410 |
Mr. Aditya Vikram Kanoria |
Managing Director and Chief Financial Officer |
03/11/2021 |
NA |
|
06395827 |
Mr. Mandeep Singh |
Executive Director |
28/10/2021 |
NA |
|
06594845 |
Mr. Mohit K Chheda |
Non-Executive & NonIndependent Director |
03/11/2021 |
NA |
|
07739598 |
Mr. Sulabh Jain |
Non-Executive & Independent Director |
03/11/2021 |
NA |
|
08135535 |
Mrs. Shubhangi Agarwal |
Non-Executive & Independent Director |
28/10/2021 |
NA |
|
MRXPS7793C |
Ms. Preeti Sethi |
Company Secretary |
03/11/2021 |
NA |
During the year 2023-2024, there has been no change in the Board of Directors of the Company.
**Further, Chief Executive Officer (CEO) has been appointed by the Board of Directors of the Company on May 30th, 2024 for the Financial Year 2024-25.
Retirement by Rotation:
Mr. Mandeep Singh (DIN: 06395827), Executive Director of the Company, who retires by rotation in accordance with the provisions of Section 152 of the Companies Act, 2013 at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The detailed profile of Mr. Mandeep Singh has been included in the Notice convening the ensuing AGM.
The Company has received intimation in Form DIR-8 pursuant to Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014, to the effect that they are not disqualified under section (2) of section 164 of the Companies Act, 2013. The Board considers that his association would be immense benefit to the Company and it is desirable to avail his services as Directors. Accordingly, the Board recommends the resolution related to appointment of above directors for the approval of shareholders of the company.
Pursuant to the provisions contained in Section 134 (5) of the Companies Act, 2013, Your Directors, confirm that:
i) In the preparation of the annual accounts for the financial year ended on March 31, 2024 the applicable Indian Accounting Standards have been followed and there are no material departures from the same;
ii) The selected accounting policies were applied consistently and the Directors 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 as at March 31, 2024 and of the profit of the Company for that period.
iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
iv) The annual accounts have been prepared on a ''going concern'' basis.
v) The Internal financial controls have been laid by the Directors to be followed by the Company and such financial controls are adequate and were operating effectively.
vi) Proper systems had been devised in compliance with the provision of the all applicable laws and such systems were adequate and operating effectively.
In accordance with the provisions of Companies (Amendment) Act, 2017, read with Section 134(3) of the Companies Act, 2013, the Annual Return, as on March 31, 2024 under Section 92 (3) of the Companies Act, 2013, is hosted on the website of the Company at https://credentglobal.com.
Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on Corporate Governance along with the certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance is part to this Report in Annexure-II.
The Management Discussion and Analysis Report for the Financial Year 2023-24 as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report as Annexure - III.
The number of Meetings of the Board of Directors and the number of Meetings attended by each Directors of Credent Global Finance Limited during the Financial Year 2023-2024 is summarized in the table below:
|
Quarter |
Date of the Board Meeting |
Mr.Aditya Vikram Kanoria |
Mr.Mandeep Singh |
Mr.Mohit K Chheda |
Mr. Sulabh Jain |
Mrs. Shubhangi Agarwal |
|
April, 2023 to June, 2023 |
May 29th 2023 |
Present |
Present |
Present |
Present |
Present |
|
July, 2023 to Sep,2023 |
August 14, 2023 |
Present |
Present |
Present |
Present |
Present |
|
August 18, 2023 |
Present |
Present |
Present |
Present |
Present |
|
|
Oct, 2023 to Dec, 2023 |
November 09, 2023 |
Present |
Present |
Present |
Present |
Present |
|
Jan, 2024 to March, 2024 |
F e b ruary 14, 2024 |
Present |
Present |
Present |
Present |
Present |
17. SEPARATE MEETING OF INDEPENDENT DIRETORS
Independent Directors of the Company held their Separate meeting under Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of Companies Act, 2013 on Friday, March 29, 2024 at Registered office of the Company (cum video conferencing) at Unit No. 609-A, 6th Floor, C-Wing, One BKC, G-Block, Opposite bank of Baroda, Bandra Kurla Complex, Bandra (East), Mumbai-400051 to evaluate their performance.
18. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.
During the year under consideration, Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company under section 143(12) of the Companies Act, 2013.
19. INDEPENDENT DIRECTORS DECLARATION
The Company has received the Declaration of Independence from its Independent Directors i.e. Mr. Sulabh Jain (DIN: 07739598) and Ms. Shubhangi Agarwal (DIN: 08135535) confirming that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013 read with Regulations 16 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and that they are not disqualified from continuing their appointment as Independent Director is annexed to this Report as Annexure-IV.
During the year under review the Non- Executive Directors of the Company had no Pecuniary relationship or transactions with the Company other than sitting fees, commission, if any and reimbursement of expenses incurred for the purpose of attending the meetings of the board or committees of the Company.
The Company has received requisite annual declarations/confirmations from all the aforesaid Independent Directors. The Board of Directors of the Company is of the view that Independent Directors fulfill the criteria of independence and they are independent from the management of the Company.
The Company has noted that the names of all Independent Directors have been included in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (âIICAâ). Accordingly, all the Independent Directors of the Company have registered themselves with IICA for the said purpose. In terms of Section 150 of the Act read with the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended thereof, both the Independent Directors are exempted from undertaking online proficiency selfassessment test conducted by the IICA.
20. DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TO SECTION 134(3) (e) AND SECTION 178 (3)
The Companyâs Policy on Directorsâ appointment and remuneration and other matters provided in Section 178(3) of the Act has been briefly disclosed hereunder and in the Report on Corporate Governance, which is part of this Annual Report.
The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.
In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:
> Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.
> Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the Directors are expected to demonstrate high standards of ethical behavior, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them
The Directors affirm that the remuneration paid to Directors, Key Managerial Personnel and employees is as per the Remuneration Policy of the Company.
The said Policy is also available on the website of the Company i.e. https://credentglobal.com .
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has formulated a âWhistle Blower Policyâ for the Directors and Employees to report genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct and provides safeguard against victimization of director or employees or any other person who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The same is also uploaded on the website of the Company at https://credentglobal.com .
During the year under review, no complaints have been received by the Company under whistle blower policy/ Vigil Mechanism.
The Management has a healthy relationship with the officers and the Employee.
In terms of provisions of Section 139 of the Companies Act, 2013, the Members of the Company at 32nd Annual General Meeting (AGM) of the Company was held on September 29, 2022 appointed M/s. Kapish Jain & Associates, Chartered Accountant (Firm Registration No. 022743N) as Statutory Auditors of the Company for a period of five consecutive years, to hold office from the conclusion of 32nd Annual General Meeting (âAGMâ) till the conclusion of the 37th Annual General Meeting (âAGMâ).
The Statutory Auditorâs report does not contain any qualifications, reservations, adverse remarks or disclaimers, which would be required to be dealt with in the Boards'' Report.
M/s Devesh Arora & Associates, Practicing Company Secretaries (M. No.: 49034 and COP.: 17860) was appointed as Secretarial Auditor of the Company for the financial year 2023-24 on August 14, 2023 pursuant to the provisions of Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2024, is annexed herewith as Annexure-V. Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
M/s B S Saini & Associates, Chartered Accountants, Delhi (Firm Registration No. 023359N) was appointed as Internal Auditor of the Company for the financial year 2023-2024 on November 09th, 2023 pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Rule 13 of the Companies (Accounts) Rules, 2014.
The Report of the Internal Auditors is reviewed by the Audit Committee.
24. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS IN THEIR REPORTS
There were no qualifications, reservations or adverse remarks made by the Statutory Auditors or Secretarial Auditors in their report.
The Company, being a Non-Banking Finance Company registered with the Reserve Bank of India and engaged in the business of giving loans and making investments, is exempt from complying with the provisions of Section 186 of the Companies Act, 2013 in respect of loans, guarantees and security provided by it. Accordingly, the disclosures of the loans and guarantees given as required under the aforesaid Section have not been given in this Report. Further, details of loans, guarantees and investments covered by the provisions of section 186 of the Companies Act, 2013 are given in the notes to the financial statements.
During the year under review, all the contract or arrangement entered into by the Company, if any, with its related parties were in ordinary course of business and on armâs length.
Accordingly, the disclosure in Form AOC-2 as prescribed under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is not required and hence, the same is not attached with this Report. Details of transactions with related parties have been provided in the notes to the Financial Statements of the Company.
Related Party Transactions Policy can be accessed at credentglobal.com.
27. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
During the Financial Year 2023-2024 under review, there were certain material events occurred which are mentioned below:
During the reporting period, the company has issued and allotted 33, 54,746 equity shares of face value of Rs. 10/- through rights issue at the issue price of Rs. 140/- dated August 18th, 2023.
During the reporting period, the name of the Company has been changed from âOracle Credit Limitedâ to âCredent Global Finance Limitedâ vide Fresh Certificate of Incorporation issued by the Registrar of
Companies, NCT of Delhi dated April 06th , 2023 and the same was approved by Stock Exchange, i.e., BSE Limited dated April 18th, 2023.
During the reporting period, the Registered office of the Company has been shifted from the NCT of Delhi to the State of Maharashtra (Mumbai), vide Fresh Certificate of Incorporation issued by the Registrar of Companies, Mumbai (Maharashtra) dated June 08th, 2023.
** NOC was issued by Reserve bank of India (âthe RBIâ) Delhi Region with respect to Shifting of RBI Region to Mumbai (Maharashtra) dated August, 13 th, 2024.
The Company being a Non-Banking Finance Company (NBFC) does not have any manufacturing activity. Thus, the provisions related to conservation of energy and technology absorption are not applicable on the Company. However, the Company makes all efforts towards conservation of energy, protection of environment and ensuring safety.
Further, details of foreign exchange earnings and outgo, details as mentioned below:
|
Year |
Foreign Outgo |
Foreign Exchange Earning |
|
2023-24 |
NIL |
12.03 |
Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has a structured Risk Management Policy duly approved by the Board of Directors. The Risk Management process is designed to safeguard the Company from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business of the Company. The potential risks are integrated with management process such that they receive the necessary consideration during the decision making. It has been dealt in greater detail in Management Discussion and Analysis Report annexed to this Report.
Pursuant to the provisions of Section 135(1) of the Companies Act, 2013, the provisions related to Corporate Social Responsibility (CSR) are applicable on companies having net worth of rupees five hundred crore or more; or turnover of rupees one thousand crore or more; or a net profit of rupees five crore or more. The present financial position of the Company does not make it mandatory for the Company to undertake CSR initiatives or to formulate CSR Policy during the Financial Year ended March 31, 2024. The Company will constitute CSR Committee, develop CSR Policy and implement the CSR initiatives whenever the same becomes applicable on the Company.
In compliance with the provisions of the Act, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation was carried out as under:
In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meeting, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the view that performance of the Board of Directors as a whole was satisfactory.
The performance of the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee, the Investment Committee and the Risk Management Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes, committee dynamics etc. The Board was of the view that all the committees were performing their functions satisfactorily.
In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters.
Independent Directors, at their separate meeting, have evaluated the performance of Non independent Directors and the Board as a whole; and of the Chairman of the Board, taking into account the views of other Directors; and assessed the quality, quantity and timeliness of flow of information between the Companyâs Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Board and the Independent Directors were of the view that performance of the all the Directors as a whole was satisfactory.
The evaluation framework for assessing the performance of the Directors includes the following broad parameters:
> Relevant expertise;
> Attendance of Directors in various meetings of the Board and its Committees;
> Effective participation in decision making process;
> Objectivity and independence;
> Level of awareness and understanding of the Companyâs business;
> Professional conduct of the directors in various meetings of the Board and its committees;
> Compliance with the Code of Conduct of the Company;
> Ability to act in the best interest of the Company.
The Company has laid proper and adequate systems of internal financial control commensurate with the size of its business and nature of its operations with regard to the following:
(i) Systems have been laid to ensure that all transactions are executed in accordance with management''s general and specific authorization.
(ii) Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.
(iii) Access to assets is permitted only in accordance with management''s general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.
(iv) The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to any differences, if any.
(v) Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Companyâs policies.
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.
The following Committees constituted by the Board function according to their respective roles and defined scope:
> Audit Committee
> Nomination and Remuneration Committee
> Stakeholders Relationship Committee
> Investment Committee
> Risk Management Committee
Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance, which forms a part of this Annual Report. Further, during the year under review, all recommendations made by the various committees have been accepted by the Board.
** Investment and Risk Management Committee has been constituted to meet the requirement of provisions of the RBI.
The Investment Committee is constituted as per RBI guidelines and notifications. As on March 31st , 2024, the Investment Committee of the Company comprises of two Executive Directors i.e. Mr. Aditya Vikram Kanoria (Managing Director) as Chairman, Mr. Mandeep Singh as Member and one Non-Executive Director, Mr. Mohit K Chheda as Member. The Committee has been authorized to taken investment decisions of the Company with a view to growth and expansion of Business of the Company.
The Risk Management Committee is constituted as per RBI guidelines and notifications. As on March 31st, 2024, the Risk Management Committee of the Company comprises of two Executive Directors i.e. Mr. Aditya Vikram Kanoria (Managing Director) as Member, Mr. Mandeep Singh as Chairman and one NonExecutive Director, Mr. Mohit K Chheda as Member. The main object of this committee is to Identifies and analysis various risk associated with business. It identifies risk at early stages and takes all necessary steps to avoid their harmful effects. Information from past is analysed to recognise all possible future unfortunate events.
Further, As per SEBI (LODR) Regulations, 2015, there is no requirement to constitute a Risk Management Committee for the Company.
During the year under review, the company had less than ten employees. Hence the company is not required to constitute Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibitions and Redressal) Act, 2013. Further no complaint has been received by the company during the year under the said Act.
35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the period under review, there were no significant and material orders passed by the regulators/ courts or tribunals that would impact going concern status of the Company and its future operations.
36. NON-BANKING FINANCIAL COMPANIES AUDITORâS REPORT (RBI) DIRECTIONS, 2008:
Pursuant to the Non-Banking Financial Companiesâ Auditorsâ Report (Reserve Bank) Directions, 2008, a report from the Statutory Auditors to the Board of Directors has been received by your Company. This report has certified that the Company has complied with all the directions and prudential norms as prescribed under the RBI Act, 1934.
37. PARTICULARS OF EMPLOYEES PURSUANT TO THE SECTION 197 (12) OF COMPANIES ACT AND RULE 5(1), 5(2) AND 5(3) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:
|
SR.NO. |
PARTICULARS |
REMARKS |
|
1. |
The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year. |
Not Applicable |
|
2 |
The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year. |
Company Secretary-70% |
|
3 |
The percentage increase in the median remuneration of employees in the financial year. |
55.79% |
|
4 |
Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. |
Average percentage increase in employees-: 40% Percentage increase in managerial remuneration:- 70% |
|
5 |
Affirmation that the remuneration is as per the remuneration policy of the Company |
The Remuneration is paid as per the Remuneration policy of the Company. |
|
6 |
The number of Permanent employees on the Pay Rolls of the Company |
05 |
a) Details of the employees employed throughout the Financial Year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore rupees and two lakh rupees.
Nil
b) Details of the employees employed for a part of the Financial Year and was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month;
Nil
c) If employed throughout the Financial Year or part thereof and was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.
Nil
The company is not required to maintain Cost Records as specified u/s 148(1) of the Companies Act, 2013 read with the applicable rules thereon for the Financial Year 2023-24. Hence the clause is not applicable to the Company.
Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has a structured Risk Management Policy duly approved by the Board of Directors. The Risk Management process is designed to safeguard the Company from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business of the Company. The potential risks are integrated with management process such that they receive the necessary consideration during the decision making. It has been dealt in greater detail in Management Discussion and Analysis Report annexed to this Report.
Pursuant to Secretarial Standard issued by the Institute of Company Secretaries of India, company has complied with the applicable secretarial standard i.e. SS-1 & SS-2 (Meetings of Board of Directors & General Meetings) respectively, during the year under review.
The Listing Fees for the financial year 2024-25 has been paid by the Company to BSE Limited i.e. the Stock Exchange where shares of the Company are listed.
During the year under review the Company has made changes in the share capital and the details of the same are as mentioned below:
The Authorised Share Capital of the Company has been increased from INR 10,00,00,000/- (Indian Rupees Ten Crore Only) divided into 1,00,00,000 (One Crore) Equity Shares of INR 10/- each to INR 25,00,00,000/- (Indian Rupees Twenty Five Crores Only) divided into 2,50,00,000 (Two Crore Fifty Lakhs) Equity Shares of INR 10/- each dated May 06th, 2023.
b. Issued, Subscribed & Paid-Up Capital
The paid up share capital of the Company was increased from INR 6,93,75,000/- (Six Crores Ninety Three Lakhs Seventy Five Thousand Only) divided into 69,37,500 (Sixty Nine Lakhs Thirty Seven Thousand Five Hundred) Equity Shares of INR 10/- each to INR 10,29,22,460 /- (Ten Crores Twenty Nine Lakhs Twenty Two Thousand Four Hundred Sixty Only) divided into 1,02,92,246 (One crore Two lakhs Ninety Two Thousand Two Hundred Forty Six) Equity Shares of INR 10/- each pursuant to Rights issue of INR 3,35,47,460/- divided into 33,54,746 equity shares of INR 10/- each.
43. OTHER INFORMATION
A. Issue of Equity Shares with differential rights
The Company has not issued any equity shares with differential rights so no disclosure is required as per Rule 4 (4) of the Companies (Share Capital and Debentures) Rules 2014.
B. Issue of Sweat Equity Shares
The Company has not issued sweat equity shares, so no disclosure is required as per Rule 8(13) of the Companies (Share Capital and Debentures) Rules 2014.
C. Issue of Employee Stock Options
The Company has not issued employee stock options, so no disclosure is required as per Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014.
D. Provision of money by company for purchase of its own share by employees or by trustee for the benefit of employees
The Company has not made any provision for purchase of its own share of employees or by the trustee for the benefit of employees so no disclosure is required as per Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014.
44. FAMILIARISATION PROGRAMMES
The Company familiarizes its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarization programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarization programme for Independent Directors is disclosed on the Companyâs website https://credentglobal.com.
45. PREVENTION OF INSIDER TRADING
The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires preclearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.
None of the Directors are related to each other.
47. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
During the reporting period, no application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).
48. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF:
During the reporting period, no such valuation has been conducted in the financial year.
Your Directorâs state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the reporting period:
a. Details relating to deposits covered under Chapter V of the Act.
b. Issue of equity shares with differential voting rights as to dividend, voting or otherwise;
c. Issue of shares (including sweat equity shares) to employees of the Company.
Company maintains a website https:credentglobal.com where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.
Your directors wish to express their grateful appreciation for the valuable support and co-operation received from sub-brokers, business associates, vendors, bankers, financial institutions, investors, stakeholders, registrar and share transfer agent, other business affiliates and media.
The Board places on record its sincere appreciation towards the Companyâs valued clients for the support and confidence reposed by them in the organization and the stakeholders for their continued co-operation and support to the company and looks forward to the continuance of this supportive relationship in future.
Your directors also place on record their deep sense of appreciation for the devoted services of the employees during the year under review.
For and Behalf of Board Credent Global Finance Limited (Formerly known as Oracle Credit Limited)
Managing Director Director
DIN: 07002410 DIN: 06594845
Mar 31, 2023
Your Directors are pleased to present tl2fit(ThirtyThird) Report of the Company together with the audited financial statements for the Fiiiiail (Year ended on March 3} 203.
The performance highlights and summarized finanEeaUlts of the Company are given below:
? Income from operation for the year Was. 3(4.5 Lakhs as compared to Rs60.57 Lakhs in 2(21-22, a growth of80%
? Profit Befne Tax for the year wRs. B6 .64 Lakhs as compared to Rs56.4 in 202 1-22, increase of 70%
? Profit Aftâ Tax for the year wHs. 832.03 Lakhs as compared to Rs4151 Lakhs in 2(21-22, increase of 69%
|
Particulars |
Standalone |
Consolidated |
||
|
2123 |
31st March, 2022 |
2123 March, |
31st March, 2022 |
|
|
Total Revenue |
304.42 |
78.7 |
9 57.20 |
90.9 |
|
Less: Total Expenditure |
17.78 |
22.06 |
921.94 |
42.24 |
|
Profit/(Loss)before Tax |
186.64 |
56.11 |
1008.72 |
147.95 |
|
Less: Provision for Taxati on |
- |
- |
- |
- |
|
Current T ax |
54.61 |
4 .60 |
104.20 |
40.61 |
|
Shortprovision of Tax for earli year |
- |
- |
2.97 |
- |
|
Deferred Tax Ass et |
- |
- |
227.96 |
0.07 |
|
Profit/(Loss) after Tax |
1,32.03 |
41.51 |
1037.70 |
103.98 |
|
Add: Balance bought forwarc from last year |
- |
- |
- |
- |
|
Surplus available for appropriatic |
- |
- |
- |
- |
|
Less: Appropriation s |
- |
- |
- |
- |
|
Fixed Assets written off |
- |
- |
- |
- |
|
Transfer to reserve Fund 45(IC) of RBI Act 934 |
26 .41 |
8.3 |
26.41 |
8.3 |
|
Surplus Carried to Balance Sheet |
- |
- |
- |
- |
2. DIVIDEND
Final Dividend:
The Company did not recommend any final dividend for the financial 2022 -23.
Interim Dividend:
The Board of Directors of the Company has declared an interim divifle56d, i.e., Rs. 0.5- per Equity Share with Face Value of Rs. 1/ each to NonPromoter Equity Shareholdeof the Company for the Financial Year 2022-2023 amounting to Rs. 18.89 Lakhs .
Further, the Promoters of the Company, Mr. Aditya Vikram Kanoria and Mr. Mandeep Singh have volunteered to waive ofdividend on their holdings, i.e., on 3,99,549 EquityShares for the Financial Year 2022 -2023.
3. TRANSFER TO RESERVES
Details of the amount transferred by the Company to RBI Reserve Fund Account as per the provisions of Section 45-IC of the Reserve Bank of India Act, 1934 are given in the Financial Stat efhehhCompany for the year ended March 31, 232forming part of this Annual Report.
4. CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the Conhpaing the finansdi year 2022-23.
5. NAME OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES,
JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
During the reporting period, the Company hhr eewholly owned Subsidiariesnamed as follows i
1. Credent Investment Private Limited
2. Credent Property Advisory Private Limited
3. Credent Asset Management Services Private Limited*
(*Credent Asset Management Services Private Limited became a wholly owned subsidiary dated 03rd February, 2023.)
Hence, provisions of Section E9(3) of the Companies Act, 20B relating to preparation of consolidated financial statements are applicable and details of the same is annexed in- lAOAnnexure-I.
6. DETAILS OF DEPOSITS COVERED UNDER CHAPTER V OF COMPANIES ACT, 2013
The Company, being a NodDeposit accepting NcaBanking Finance Company, has not accepted/ invited any deposits from the public during theafikrial year ended March 3 , 203 in terms of the provisions of Chapter V of the Companies Act, 2013 read with the allied Rules and the Directions issued by Reserve Bank of India for N oDeposit accepting N ojBanking Finance Companies and shall not accept any deposits from the Public witdiut obtaining the prior approval of RBI.
The company continues to fulfill all the norms and standards laid down by st
Our Company is a NoBanking Financial Company (NBFC) registered with RBI as a NNFiC Deposit taking - Non-Systematically Important under section 45 IA of the Reserve Bank of India Act, 1934 bearing Registration no. 100242 Consequent to change in nam of the Company, RBI issued fresh CoR No.
1.00242 dated May 30, 2023, in the name of Credent Global Finance Limited and consequently, CoR No.
100242 dated March (4, 998 in the name of M/s Oracle Credit Limited was cancel led.
The directors of the Company are happy to report that the company get its membership certificate from all CICs i.e., Credit Information Bureau (India) Limited (CBIL), Equifax Credit Information Services Priva Limited (ECIS), Experian Credit Information Company of India Private Limited, CRIF High Mark Credit Information Services Private Limited. A sound rating/upgrade in a challenged business environment speaks volumes about the Companyâs performance and its systems & processes .
The Company has connectivity with N SDL & CDSL for dematerialization of its equity shares. The ISIN Nc INE727C01016 has been allotted for the company. Therefore, the investors may keep their shareholding in the electronic mode wh their depository Participant94 % of the Companyâs paid-up Share Capital is in dematerialized form as on BMarch, 2023 and balance 12.0 6% in physical form.
|
DIN No./ PAN |
Name of the Director/KMP |
Designation |
Date of Appointment |
Date of Resignation |
|
070Q24D |
Aditya Vikram Kanoria |
Managing Directorand Chief Financial Officer |
03/1/2021 |
NA |
|
06395827 |
Mandeep S ingh |
Executive Director |
28/0/2021 |
NA |
|
0659 4845 |
Mohit K Chheda |
Non-Executive & Non Independent Director |
03/1/2021 |
NA |
|
07739598 |
Sulabh Jain |
Non-Executive & Independent Director |
03/1/2021 |
NA |
|
08B 553 5 |
Shubhangi Agarwal |
Non-Executive & Independent Director |
28/0/2021 |
NA |
|
MRXPS7793C |
Preeti Sethi |
Company Secretar y |
03/1/2021 |
NA |
|
During the year 20222023, there has beenno change inthe Board of Directors of the Company. |
||||
Retirement by Rotation:
MrMohit K Chheds(DIN : 06594845 ), Non-Executive& Non-Independent Director of the Company, who retires by rotation in accordance with the provisions of Section 52 of the Companies Act, 20)3 at the ensuing Annual General Meeting and being eligible, offers himself fappoentment. The detailed profile of Mr.
Mohit K Cheda has been included in the Notice convening the ensuing A GM.
The Company has received consent in writing to act as directors in For-SiaBd Rntimation in Form DIR 8 pursuant to Rule 8 of the Companies (Appointment and Qualification of Directorss,)2Rb to the effect that they are not disqualified under section (2) of section 64 of the Companies Act, 20)B. The Board considers that his association would be immense benefit to the Company and it is desirable to avail his services as Directors. Acdingly, the Board recommends the resolution related to appointment of above directors for the approval of shareholders of the company.
Pursuant to the provisions contained in Section B4 (5) of the Companies (Ac;ty2ur Directors, confirm that:
i) In the preparation of the annual accounts for the fanancar ended on March 3( 203 the applicable Indian Accounting Standards have been followed and there are no material departures from the same;
ii) The selected accounting policies were applied consistently and the Directors 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 as at March 3j 2B2and of the profit of et Company for that period.
iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 20)B for safeguarding the assets of the company and for preventing and deteng fraud and other irregulariti es;
iv) The annual accounts have been prepared on a ''going concern'' basis.
v) The Internal financial controls have been laid by the Directors to be followed by the Company and such financial controls are adequate and were opengaeffectively .
vi) Proper systems had been devised in compliance with the provision ofllt hpplicable laws and such systems were adequate and operating effective ly.
Pursuant to the provisions of 92(3) and Section B4(3) (a) of the Companies, Act,20)B read with Rule 2 of
the Companies (Management and Administration) Rules, 20)1, the draft Annual Return of the Company for
the Financial Year Bkt March, 20EB is uploaded the website of the Company and can be accessed
credentglobal.com.
14. CORPORATE GOVERNANCE REPORT
As per Regulation 5 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 205, the Corporate Governance provisions as speci fie cRegulation 7 to 27, clauses (b) to (i)and (t)] of subregulation (2) of regulation 46and Paragraph C, D and E of Schedule V are not applicable on the companies whose paid- up share capital and net worth is less than Rupees Ten Crore and Rupeey ffiweiCrore respectively .
Since the paidup share capital and net worth of the Company is less than the aforesaid threshold limit, the Company is not required to comply with the above mentioned Corporate Governance provisions.
15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the Financial Ye2lr2 3200s required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 205 is annexed to this Report aAnnexure - II.
16. DETAILS OF THE BOARD MEETINGS HELD DURING THE YEAR 1st APRIL, 2022 TO 31st MARCH, 2023
The number of Meetings of the Board of Directors and the number of Meetings attended by each Directors of Credent Global FinancL imited during the FinanciYear 2(22-2(23 is summarized in the table below:
|
Quarter |
Date |
Aditya Vikram Kanoria |
Mandeep Singh |
Mohit K Chheda |
Sulabh Jain |
Shubhangi Agarwal |
|
April, 2022 to June, 2022 |
23.05.2022 |
Presen t |
Presen t |
Presen t |
Presen t |
Presen t |
|
July, 2022 to Sep, 2022 |
D.08.2022 |
Present |
Present |
Present |
Present |
Present |
|
09.09 .2022 |
Present |
Present |
Present |
Present |
Present |
|
|
Oct, 2022 to Dec, 2022 |
4. H2022 |
Present |
Presen t |
Presen t |
Presen t |
Presen t |
|
Jan, 2023 to March, 2023 |
03 . 02.2023 |
Present |
Present |
Present |
Present |
Present |
|
D.22.2023 |
Present |
Present |
Present |
Present |
Present |
|
|
25.02.2023 |
Present |
Present |
Present |
Present |
Present |
|
|
27.03.2023 |
Present |
Present |
Present |
Present |
Present |
17. SEPARATE MEETING OF INDEPENDENT DIRETORS
Independent Directors of the Company held their Separate meeting under Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 205 and Schedule IV of Companies Act, 20B on Wednesday, 22nd March, 2(23 at Corporateoffice ofthe Company(cum video conferencing^ Unit No. 609,
6th Floor, C-Wing, One BKC, (-Block, Opposite bank of Baroda, Bandra Kurla Complex, Bandra (East), Mumbai-400051 to evaluate their performance.
Invest your belief in us
18. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12)
OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.
During the year under consideration, Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company under sn c43o2) of the Companies Act, 20B.
19. INDEPENDENT DIRECTORS DECLARATION
The Company has received the Declaration of Independence from its Independent Directors i.e. Mr. Sulabh Jain (DIN: 07739598) and Ms. ShubhangAgarwal (DIN: 08B 553 5) confirming that they meet the criteria of independence as provided in section 49(6) of the Companies Act, 20B read with Regulations 6 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 205 and that they aiednnqualified from continuing their appointment as Independent Dire csoannexed to this Report Annexure-III.
During the year under review the ^executive directors of the company had no Pecuniary relationship or transactions with the Company oththan sitting fees, commission, if any and reimbursement of expenses incurred for the purpose of attending the meetings of the board or committees of the c ompany.
The Company has received requisite annual declarations/confirmations from all theidffardependent Directors. The Board of Directors of the Company is of the view that Independent Directors fulfill the criteri of independence and they are independent from the management of the Company.
The Company has noted that tnames of allIndependent Directors haveeen included in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (âIICAâ). Accordingly, all the Independent Directors of the Company have registered themselves with IICA for the said pureicms M Section 50 of the Act read with the Companies (Appointment & Qualification of Directors) Rules, 204, as amended thereof, both the Independent Directors are exempted fromrtoaklBig online proficiency sefsessment test conducted by the IIC A.
20. DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TO SECTION 134(3) (e) AND SECTION 178 (3)
The Companyâs Policy on Directorâs appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters as provided under Section 78(3) of the Companies Act, 20B can be accessedon the Companyâs website at credentglobal.com.
The Objective of the Policy is to ensure that
⢠The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate
Directors of the quality required to run the Company ssfcL&y .
⢠Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and
⢠Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting shornd long term performance objectives appropriate to the working of the Company and its goal s.
21. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:
Pursuant to the provisions of Section(977of the Companies Act, 20B read with the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has formulated a âWhistle Blower Policyâ for the
invest your oeuer in us
Directors and Employees to report genuine concerns or grievances about undtHiaalor, actual or suspected fraud or violation of the Companyâs Code of Conduct and provides safeguard against victimization of director or employees or any other person who avail the mechanism and also provide for direct access to the Chairman of the Audit Commitine osxceptional cases. The same is also uploaded on the website of the Company atcredentglobal.com.
During the year under review, no complaints have been received by the Company from any whistle blower.
The Management has a healthy ationship with the officers and the Employee.
In terms of provisions of Section B9 of the Companies Act, 20B, the Members of the Compand at Annual General Meeting (AGM) of the Company held on September 29, 2022 appointed M/sKapish Jain & Associates Chartered Accountant (Firm Registration 0S2343N ) as Statutory Auditors of the Company for a period of fivensecutive years, to hold officefrom the conclusion cB2nd Annual General Meeting( âAGMâ) till the conclusion ofhe 37th Annual General Meeting (âAGMâ).
M/s Vikas Verma & Associate^ acicing Company Secretaries was appointed as Secretarial Auditor of the Company pursuant to the provisions of Section 204 of Companies Act, 20B read with the Rules framed thereunder for the financial year 22002 3 dated Dth August, 2022. Thereafter, M/s Vikas Verma & Associates,has resigned from the position of Secretarial Auditor before completion of its term due to pre occupation in other assignmenIn consequent to casual vacancy, companhad appointed M/s Devesh Arora & Associates, Practicing Company Secretes (M. No.:490B4 and COP.: 7860) as Secretarial Audit on 29th May, 2023 for the Financial Year 2022023 .
The Secretarial Audit Report in Form-BMBr the financial year ended March 3, 2202s annexed herewith as Annexure-IV. Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
M/sM K Agrahari & C Chartered AccountantD,elhi (Firm Registration N(30455N ) was appointed as Internal Auditor of the Company for the financial year-20223 on August 0th, 2023 pursuant to the provisions of Section 38 of the Companies Act, 203 read with the Ruleoffithe Companies (Accounts)
Rules, 204.
The Report of the Internal Auditors is reviewed by the Audit Committee.
24. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS IN THEIR REPORTS
There were no qualifications, reservations or adverse remarks made by the Statutory AuditortsaroalSecre Auditors in their report
The Company, being a NoiBanking Finance Company registered with the Reserve Bank of India and engaged in the business of giving loans amdaking investments is exempt from complying with the provisions of Section 86 of the Companies Act, 20Iin respect of loans, guarantees and security provided by it. Accordingly, the disclosures of the loans and guarantees given as required under the aforesaid Section have not been given in this RepoiEurther, dtails of loans, guarantees and investments/eced by the provisions of section B6 of the Companies Ac, 20B are given in the notes to the financial state nents.
Accordingly, the disclosure in Form AG2Cas prescribed under Section B4 of the Companies Act, 20B read with the Companies (Accounts) Rules, 204t not required and hence, the same is not attached with this Report. Details of transactions with related parties have been provided in the notes to the Financial Statements of the Company .
Related Party Transactions Policy can be access credentglobal.com.
27. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
During the Financial Year 222202 B under review, there were certain material events occurred which are mentioned below:
During the reportingpriod, the company has issue dnd allotted B87500 equity shares of face value of Rs.
D through preferential allotment at the issue price (48. Rs, out ofwhich:
- 8,28,8B equity shares allotted on cash basis and
- 558687 equity shares allotted on other than cash basis the Shareholders of Credent Asset Management Services Private Linadltby virtue of Swap of Shar es.
During ther eporting periodthe name of the Company has been changed from âOracle Credit Limitedâ to âCredent Global Finance Limitedâ vide Fresh Certificate of Incorporationued by the Registrar of Companies, N CT of Delhated C6th April, 2023 and the same was approved by Stock Exchange, i.e., BSE Limited dated Kh April, 2023.
During th ereporting periodthe Registered office of the Company has bshiftedfrom the N CT of Delhi to the State of Maharashtra (Mumbaie Fresh Certificate of Incorporatiisanied by the Registrar of Companies, Mumbai (MaharashtrdB)ted 08th June, 2023 .
Your boardof directors has approvefbr raising of funds thigh issuance of equity shares by way of itigh issue in their meeting held o27 th March, 2023. FurtherCompany hasapproved Final Letter of Ofldated 2 th July, 2023 for Rights Issue in the ratfid 2.
The Company being a NoBanking Finance Company (NBFC) does not have any manufacturing activity. Thus, the provisions related to conservation of energy and technology absorption are not applicable on the Company. However, the Company makes all efforts toWa conservation of energy, protection of environment and ensuring safet y.
Further, details of foreign exchange earnings and outgo, details as mentioned below:
|
Year |
Foreign Outgo |
Foreign Exchange Earning |
|
2022 -23 |
NIL |
101 |
Pursuant to the provisions of Section B4(3)(n) of the Companies Act, 20B, the Company has a structured Risk Management Policy duly approved by the Board of Dims. The Risk Management process is designed to safeguard the Company from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business of the CompanjteTtlial po risks are integrated with management process such that they receive the necessary consideration during the decision making. It has been dealt in greater detail in Management Discussion and Analysis Report annexed to this Repor t.
Pursuant to the provisions of Section 35(1) of the Companies Act, 203, the provisions related to Corporate Social Responsibility (CSR) are applicable on companies having net worth of rupees five hundred crore or more; or turnover ofupees one thousand crore or more; or a net profit of rupees five crore or more. The present financial position of the Company does not make it mandatory for the Company to undertake CSR initiatives or to formulate CSR Policy during the Financial Yeed Mraitch 3, 2023. The Company will constitute CSR Committee, develop CSR Policy and implement the CSR initiatives whenever the same becomes applicable on the Company .
In compliance with the provisions of the Act, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation was carried out as un der:
In accordance with the criteria suggested by the NominatiorRandineration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meeting, also evaluated th performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the view that performance of the Board of Directors as a whole was satisfactory.
The performance of the Audit Contrai; the Nominatm and Remuneration Committed^ Stakholders Relationship Committee, the Investment Committee and the Risk Management Commit tevaluated by the Board having regard to various criteria such as committee composition, committees eupcemmittee dynamics etc. The Board was of the view that all the committees were perfctTmin g functions satisfactorily.
In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each director was evaluated by the entire Board of Directors (excluding the director buiatg;d)von various parameters .
Independent Directors, at their separate meeting, have evaluated the performance of Non independent Directors and the Board aswhole; and of the Chairman of the Board, taking into account the views of other Directors; and assessed the quality, quantity and timeliness of flow of information between the Companyâs Management and the Board that is necessary for the Board to effectd/reasonably perform their duties.
The Board and the Independent Directors were of the view that performance of the all the Directors as a whole was satisfactory.
The evaluation framework for assessing the performance of the Directors includelowheg fbroad parameters :
> Relevant expertise;
> Attendance of Directors in various meetings of the Board and its Committees;
> Effective participation in decision making process;
> Objectivity and independence ;
> Level of awareness and understanding of the CompaAmsiness;
> Professional conduct of the directors in various meetings of the Board and its committees;
> Compliance with the Code of Conduct of the Company;
> Ability to act in the best interest of the Company
The Company haSaid proper and adequate systems of internal financial control commensurate with the size of its business and nature of its operations with regard to the fol lowing:
(i) Systems have been laid to ensure that all transactions are executed in accordance with management''s general and specific authorization.
(ii) Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other cmta applicable to such statements, and to maintain accountability
for aspects and the timely preparation of reliable financial information.
(iii) Access to assets is permitted only in accordance with management''s general and specific authorization. N o assets the Company are allowed to be used for personal purposes, except
in accordance with terms of employment or except as specifically permitted.
(iv) The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken thi respect to any differences, if any.
(v) Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Companyâs policies.
The Company has in place adequate internal financial controls with referenceiccafislattements. During
the year, such controls were tested and no reportable material weaknesses in the design or operation were
observed.
The Audit Committee of the Board as onQ3-12C23 consist of three (3) Directors of the company i.e. Mr. Sulabh Jain, Chairperson of Audit Committee, Ms. Shubhangi Agarwal and Mr. Aditya Vikram Kanoria, Directors of the Company as members of the CommiChet . of these Mr. Sulabh Jain and Ms. Shubhangi Agarwal, are Nonexecutive Independent Directors, whereas Mr. Aditya Vikram Kanoria, is Managing Director. The Audit Committee has been authorized to look after the following major functions:
i. To recommend for appointment, remuneration and terms of appointment of auditors of the company;
ii. To review and monitor the auditorâs independence and performance, and effectiveness of audit process;
iii. To examine the financial statement and the auditorsâ report thereon;
iv. To approve or any subsequent modification of transactions of the company with related parties;
v. To conduct scrutiny of intcnr-porate loans and investment s;
vi. To evaluate undertakings or assets of the company, wherever it is necessary;
vii. To evaluate internal financial controls and risk management systems;
viii. To monitor the end use of funds raised through public offers and related matters.
ix. To call for the comments of the auditors about internal control systems, the scope of audit, including
the observations of the auditors and review of financial statement before their submission to the Board and to discuss any related issues with the internal and statutory auditors and the management of the company.
x. To investigate into any matter in relatidrh eotems specified in or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company.
DETAILS OF COMPOSITION, NAMES OF MEMBERS, NUMBER OF MEETINGS HELD AND ATTENDANCE OF AUDIT COMMITTEE DURING THE YEAR FROM 01st APRIL, 2022 TO 31st MARCH, 2023
During the financial year 2022023 Four (4) Meetings of Audit Committee were held and attendance of Member at these meetingsere as under- :
|
Quarter |
Date |
Sulabh Jain |
Shubhangi Agarwal |
Aditya Vikram Kanoria |
|
April 2022 to June 2022 |
23.05.2022 |
Present |
Present |
Present |
|
July 2022 to September 2022 |
D.08.2022 |
Present |
Present |
Present |
|
October 2022 to December 2022 |
4.12022 |
Present |
Present |
Present |
|
January 2023 to March 2023 |
03.02.2023 |
Present |
Present |
Present |
The Nomination & Remuneration Committee of the Board was formed in compliance with provisions of Section 78 of Companies Act,20B and Rule 6 and 7 of Companies (Meetings of Board and its Powers) Rules, 204. The N omination & Remuneration Committee of tCompany as on 3-03 -2023 consist of three (3) Directors of the company iM r. Sulabh JaiC hairperson of the committee r. Mohit K Chhedn d Ms. Shubhangi AgarwqDirectors of the Company as its members. All the Members of the Committee are Non-Executive Independent Directors. The Committee has been authorized to look after following major functions :
1 To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, ommend to the Board their appointment and removal and shall carry out evaluation of every directorâs performance.
2 To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Boardpclicy, relating to the remuneration for the directors, key managerial personnel and other employees .
4. To ensure thl
(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company success fully;
(b) relationship of remuneration to performance is clear and meets appropriatmpnrfobenchmarks; and
(c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and -ltoenrgm performance objectives appropriate to the working of the company and igoals.
(d) The policy so framed by the said Committee shall be disclosed in Boardâs Report to shareholders.
DETAILS OF COMPOSITION, NAMES OF MEMBERS, NO. OF MEETINGS HELD A] ATTENDANCE OF NOMINATION & REMUNERATION COMMITTEE DURING T HE YEAR APRIL, 2022 TO 31st MARCH, 2023
During the financial year 20-2023 One () meeting of Nomination & Remuneration Committee were held and attendance of Members at this meeting were as un der :
|
Quarter |
Date |
Sulabh Jain |
Shubhangi Agarwal |
Mohit K Chheda |
|
October 2022 to December 2022 |
22 I2022 |
Presen t |
Presen t |
Presen t |
The Stakeholders Relationship Committeeâs composition and terms of reference meet with the requirement of the Listing Agreement and provisions of Section 78 of Companies Act, 20B. The Stakeholders Relationship Committee as on 3/0B/2023 consist of three (3) Directors of the company, i.e. Mr. Mohit K Chheda, Chairperson of Committee, Mr. Sulabhn and Ms.Shubhangi Agarwal Members of the Committee. Mr. Sulabh Jain and Ms. Shubhangi Agarwatcar-executive Independents Directors of the Company, whereas Mohit K Chhe da the Non Executive Director of the Company. The Committee has been authorized to review all matters connected with companyâs securities and redressal of shareholde''s/investors/securities holdermplaints.
The Investmnt Committee is constituted per RBI guidelineand notification. As on 3kt March, 202, the Investment Committee of the Company comprises ofExeoutive Director s.e. Mr. Aditya Vikram Kanoria (Managing Director) as Chairman, Mr. Mandeep SiAglember and one N oExecutive Director,
Mr. Mohit K Chheda as Membehe Committeeias been authorized to. aken investment decisions of the Company with a view to growth and expansion of Business of the Company.
The Risk Manageent Committee is constituted per RBI guidelines and notificatsorAs on 3kt March,
202 3, the Risk Management Committee of the Company comprises of two Executive Directors i.e. Mr. Aditya Vikram Kanoria (Managing Director) as Member, Mr. MandeepaSifigfaairman and one N-Executive Director, Mr. Mohit K Chheda as Membee .nTihn object of this committee is Itfentifiesand analysis various risk associated with business. It identifies risk at early stages and takes all necessary steps to avoid their harmful effects. Information from past is analysed to recognise all possible future unfortun ate events.
During the year under review, the company had less than ten employees. Hence the company is not required to constitute Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibitions and Redressal) Act, 203. Funt ho complaint has been received by the company during the year under the said Act.
39. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the period under review, there were no significant and material orders passed by the regulators/ or tribunals that would impact going concern status of the Company and its future operations.
40. NON-BANKING FINANCIAL COMPANIES AUDITORâS REPORT (RBI) DIRECTIONS, 2008:
Pursuant to the N-Banking Financial Companiesâ Auditorsâ Report (Reserve Bank) Directions, 2008, a report from the Statutory Auditors to the Board of Directors has been received by your Company. This report has certified that the Company has complied with all the directions and prudential normsrabeplrunder the RBI Act934.
41. PARTICULARS OF EMPLOYEES PURSUANT TO THE SECTION 197 (12) OF COMPANIES ACT AND RULE 5(1), 5(2) AND 5(3) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The information required pursuant to Section 97 read with RufleThe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 204 and Companies (Particulars of Employees) Rules, 975, in respect of employees of the Company and Directors is furnished hereunder:
|
S.NO. |
PARTICULARS |
REMARKS |
|
1 |
The ratio of the remuneration of ea Director to the median remuneration of employees of the Company for the financi year. |
During the financial year under review, no remuneration wer paid to any Director and Key managerial Personnelâs of the Company for the financial year 2022â202 3. |
|
2 |
The percentage increase in remuneration each Director, Chief Financial Offic< Chief Executive Officer, Compan Secretary or Managef .any, in the financia year. |
|
|
3 |
The percentage increase in the medi remuneration of employes in the financia year. |
|
|
4 |
Average percentile increase already made the salaries of employees other than t managerial personnel in the last financ year and its comparison with the percent increase in the manager irifcmuneration and justification thereof and point out if there any exceptional circumstances for increa in the managerial remuneration. |
|
|
5 |
Affirmation that the remuneration is as the remuneration policy of the Company |
|
|
6 |
The number of Permanent employees on t Pay Rolls of the Compan y |
06 |
Statement of Particulars of Employees pursuant to the Section 197 (12) of Companies Act and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
a) Details of the employees employed throughout the Financial Year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore rupees and two lakh rupees.
Ni l
b) Details of the employees employed for a part of the Financial Year and was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month;
Nil
c) If employed throughout the Financial Year or part thereof and was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.
Nil
42. DISCLOSURE PERTAINING TO MAINTENANCE OF COST RECORD PERSUANT TO SECTION 148(1) OF THE COMPANIES ACT, 2013
The company is not required to maintain Cost Recor dspecified u/s H8() of the Companies Act, 20B read with the applicable rules thereon for the Financial YeaT-2BE Hence the clause is not applicable to the Company .
43. RISK MANAGEMENT POLICY
Pursuant to the provisions of Section B4(3)(n) ofCompanies Act, 20B, the Company has a structured Risk Management Policy duly approved by the Board of Directors. The Risk Management process is designed to safeguard the Company from various risks through adequate and timely actions. It is desigmopttE ant evaluate and mitigate risks in order to minimize its impact on the business of the Company. The potential risks are integrated with management process such that they receive the necessary consideration during the decision making. It has been deaiti greater detail in Management Discussion and Analysis Report annexed to this Repor t.
44. COMPLIANCE WITH SECRETERIAL STANDARDS
Pursuant to Secretarial Standard issued by the Institute of Company Secretaries of India, company has complied with the applicate secretarial standard i.e. -S& SS -2 (Meetings of Board of Directors & General Meetings) respectively, during the year under review.
45. LISTING FEES
The Listing Fees for the financial year3 204 has been paid by the Company to BSE Limited i.e. the Stock Exchange where shares of the Company are listed.
46. SHARE CAPITAL
During the reporting period, Authorised Share Capital of the Company has been increased from INR 10,00,00,000/- (Indian Rupees Ten Crore Only) divided into 1,00,00,000 (One Crore) Equity Shares of INR 10/- each to INR 25,00,00,000/- (Indian Rupees Twenty Five Crores Only) divided into 2,50,00,000 (Two Crore Fifty Lakhs) Equity Shares of INR 10/- each.
Further, During the financial year 2022-2023, the paid up share capital of the Company was increased from INR 5,55,00,000/- (Five Crore Fifty Five Lakhs Only) divided into 55,50,000 (Fifty Five Lakhs Fifty Thousand) Equity Sahres of INR 10/- each to INR 6,93,75,000/- (Six Crore Ninety Three Lakhs Seventy Five Thousand Only) divided into 69,37,500 (Sixty Nine Lakhs Thirty Seven Thousand Five Hundred)
Equity Shares of INR 10/- each pursuant to Preferential issue of INR 1,38,75,000 divided into 13,87,500 equity shares of INR 10/- each.
47. OTHER INFORMATION
A. Issue of Equity Shares with differential rights
The Company has not issued any equity shares with differential rights so no disclosquie'' del as per Rule 4 (4) of the Companies (Share Capital and Debentures) Rules 201.
B. Issue of Sweat Equity Shares
The Company has not issued sweat equity shares, so no disclosure is required as per Rule 8(B) of the Companies (Share Capital and Debentu) Rules 201.
C. Issue of Employee Stock Options
The Company has not issued employee stock options, so no disclosure is required as per Rule E(9) of the Companies (Share Capital and Debentures) Rules 201.
D. Provision of money by company for purchase of its own share by employees or by trustee for the benefit of employees
The Company has not made any provision for purchase of its own share of employees or by the trustee for the benefit of employees so no disclosure is required as per Rule 6(4) of the dn®osp(Share Capital and Debentures) Rules 201.
48. FAMILIARISATION PROGRAMMES
The Companyfamiliarizesits Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. througEamiliarizationprogramme. The Company also condts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarization programme for Independent Directors is disclosed on the Companyâs website credentglobal.com.
49. PREVENTION OF INSIDER TRADING
The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requitem pnee for dealing in th Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is edosThe Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code .
50. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER -SE
None of the Dirhors are related to each other.
51. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
During the reporting period, no application made or any proceedingending under the Insolvency and Bankruptcy Code, 206 (31 of 20B).
52. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF:
During the reporting period, no such valuation has been conducted in the financial year.
53. STATEMENT ON OTHER COMPLIANCES
Your Directorâs state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the reporting period:
a. Details relating to deposits covered under Chapter V of th e Act.
b. Issue of equity shares with differential voting rights as to dividend, voting or otherwise;
c. Issue of shares (including sweat equstares) to employees of the Company.
54. WEBSITE OF THE COMPANY:
Company maintains a websitcredentglobal.com where detailed information of the Company and specified details in terms of the Companies Act, 20B and SEBI (Listing Obligations &DisclosurdrRm|mts) Regulations. 205 have been provided.
ACKNOWLEDGEMENT
Your directors wish to express their grateful appreciation for the valuable suppor-topradatnon received from sub-brokers, business associates, vendors, bankers, finanCnalt itutions, investors, stakeholders, registrar and share transfer agent, ot lbutsiness affiliates and media.
The Board places on record its sincere appreciation towards the Companyâs valued clients for the support and confidence reposed by them in the ganization and the stakeholders for their continuesperation and support to the company and looks forward to the continuance of this rtiippo relationship in futur e.
Your directors also place on record their deep sense of appreciation foteatked services of the employees during the year under revie w.
For and Behalf of Board Credent Global Finance Limited (Formerly known as Oracle Credit Limited)
Aditya Vikram Kanoria Mohit K Chheda
Managing Director Director
DIN: 07002410 DIN: 06594845
Dated: 14.08.2023 Place: Mumbai
Mar 31, 2015
Dear Members,
The Directors are pleased to present the Twenty-Fifth Annual Report
together with the Audited Accounts for the year ended 31st March, 2015.
1. FINANCIAL RESULTS
(Amount in Rs.)
PARTICULARS CURRENT YEAR PREVIOUS YEAR
Operating Income 22,99,491 7,69,754
Other Income 1,35,265 13,439
Less: Depreciation 20,843 16,644
Tax 91,052 24,823
Profit After Tax 2,64,352 1,02,773
Less: Amount transferred to RBI Reserve 52,870 20,555
Fund A/c
Net Profit 2,11,482 82,218
Add: Balance brought forward from (16,01,747) (15,53,961)
previous year
Provision for Taxes - (1,30,004)
Provision for Adjustment of Fixed Assets (4,113) -
Balance Carried Forward to Balance Sheet (13,94,377) (16,01,747)
Note: Figures are regrouped wherever necessary to make the information
comparable.
2. DIVIDEND
The Board has not proposed any dividend for the Financial Year 2014-15.
3. PUBLIC DEPOSITS
The Company has not accepted any deposits from public during the year
under review and the Board of Directors has passed a resolution that
the Company will not accept public deposit during 2015- 16.
4. YEAR IN RETROSPECT
Operating profits for the current year increased by 198.73% over that
of the previous year while the Profit Before Tax (PBT) increased by
178.53% from Rs. 1,27,596 in Financial Year 2014 to Rs. 3,55,405 during
the year under review. Profit After Tax (PAT) increased by 157% from
Rs. 1,02,773 in Financial Year 2014 to Rs. 2,64,352 in the current
year.
The Company has applied for listing its Equity Share on BSE Ltd. after
SEBI withdrew the recognition of Delhi Stock Exchange and U.P. Stock
Exchange vide its Order dated 19th November, 2014 and 09th June, 2015.
The application is under process and the Company is positive about
listing of its shares on BSE Ltd.
There is no change in the nature of business during the year under
review.
No order has been passed by any Regulator of Court or Tribunal, which
can impact the going concern status of the Company and its Operations
in future.
Through the year the team worked hard to improve the services and to
offer a competitive marketing edge to the business.
5. ASSOCIATE COMPANY
The Company has one Associate Company:
Jain Insurance Brokers Private Limited (JIBPL) is an Insurance Company
established in year 2002. The Company holds 49% of the ordinary voting
shares of JIBPL. During the year, JIBPL reported a turnover of Rs.
66,14,009 and a Profit After Tax of Rs. 2,40,122.
In accordance with the third proviso of the Rule 6 of the Companies
(Accounts) Rules, 2014, a Company which does not have Subsidiary(ies)
but has one or more Associate Company or Joint Venture(s) or both, such
Company is not required to prepare Consolidated Financial Results for
the Financial Year 2014- 15.
However, the audited accounts of the Associate Company is placed on the
website of the Company and the same is open for inspection by any
member at the Registered Office of the Company on any working day
between 2.00 p.m. and 4.00 p.m. and the Company will make available a
copy thereof to any member of the Company who may be interested in
obtaining the same.
The Company does not have any material subsidiary. The Policy on the
Material Subsidiary framed by the Board of Directors is available on
the following web link:
h ttp://www.oraclecredit.co.in/pdf/DETERMINING%20MATERIAL
%20SUBSIDIARY%20POLICY.pdf
6. REPORTS ON MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE
As required under the Listing Agreement with Stock Exchanges ("Listing
Agreement"), Management Discussion and Analysis Report and Corporate
Governance Report are annexed as Annexure 1 and Annexure 2 respectively
to this Report.
7. EMPLOYEES RELATIONS
The relationship with the employees remained cordial and harmonious
during the year and the management received full co- operation from the
employees.
8. DIRECTORATE
Pursuant to the provisions of the Act, Mrs. Meena Jain retires by
rotation at the ensuing Annual General Meeting, and being eligible,
offers herself for re- appointment.
The Board of Directors appointed Mr. Ashok Kumar Jain as the Managing
Director for a period of 05 (five) years w.e.f. 30th October, 2014
subject to approval of the Members at the ensuing Annual General
Meeting.
9. EXTRACT OF THE ANNUAL RETURN
Extract of the Annual Return for the Financial Year ended on 31st
March, 2015 as required by Section 92(3) of the Act is annexed as
Annexure 3 to this Report.
10. NUMBER OF BOARD MEETINGS
During the year the Board of Directors met 08 (eight) times. The
details of the Board Meetings are provided in the Corporate Governance
Report.
11. DIRECTORS RESPONSIBILITY STATEMENT
As required under the provisions of Section 134 of the Act, your
Directors report that:
i. In the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures.
ii. The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the Financial Year and of the profits of
that period.
iii. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
iv. The Directors have prepared the annual accounts on a going concern
basis.
v. The Directors have laid down internal financial controls (as
required by Explanation to Section 134(5)(e) of the Act) to be followed
by the Company and such internal financial controls are adequate and
are operating effectively.
vi. The Directors have devised proper systems to ensure compliance with
the provisions of applicable laws and such systems are adequate and
operating effectively.
12. DECLARATION BY INDEPENDENT DIRECTORS
The following Directors are Independent in terms of Section 149(6) of
the Act and Clause 49 of the Listing Agreement:
(i) Mr. Girish Chand Jain
(ii) Mr. Surinder Kumar Nagpal
The Company has received requisite declarations/ confirmations from all
the above Directors confirming their Independence.
13. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The requisite details as required by Section 134(3) (e), Section 178(3)
& (4) and Clause 49 of the Listing Agreement are annexed as Annexure 4
to this Report.
14. AUDITORS REPORT
There are no qualifications, reservations or adverse remarks or
disclaimers made by the Auditors in their report on the Financial
Statements of the Company for the Financial Year ended on 31st March,
2015.
15. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186 OF
THE ACT
Particulars of loans given by the Company as at 31st March, 2015 are
given in the Notes forming part of the Financial Statements. During the
Financial Year under review, the Company did not make any investments.
Being an NBFC, new loans were given to individuals and Body Corporate
during the year under review.
16. RELATED PARTY TRANSACTIONS
There were no related party transactions during the year under report
and no materially significant related party transactions has been made
by the Company during the year. Related Party Transaction Policy is
available on web link:
http://www.oraclecredit.co.in/pdf/RELATED%20PARTY%20TRANSACTION%20POLIC
Y.pdf
17. STATE OF COMPANY'S AFFAIRS
The state of the Company's affairs is given under the heading "Year in
Retrospect" and in Management Discussion and Analysis Report which is
annexed to the Directors' Report.
18. SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of the Act, the Secretarial Audit Report for
the Financial Year ended 31st March, 2015 given by Mr. Khalid Omar
Siddiqui, Practicing Company Secretary is annexed as Annexure 5 to this
Report.
19. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of
the Company have occurred between the end of the Financial Year to
which the Financial Statements relate and the date of this Directors'
Report.
20. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
Not Applicable
21. RISK MANAGEMENT POLICY
The Company has a structured Risk Management Policy. The Risk
Management Process is designed to safeguard the organization from
various risks through adequate and timely actions. It is designed to
anticipate, evaluate and mitigate risks in order to minimize its impact
on the business. The potential risks are integrated with management
process such that they receive the necessary consideration during the
decision making. It is dealt with in greater details in management
discussion and analysis section. The Risk Management Policy has been
posted on the website of the Company and is available at h
ttp://www.oraclecredit.co.in/pdf/Risk%20M an agemen t%20Policy1 .pdf
22. ANNUAL PERFORMANCE EVALUATION
In compliance with the provisions of the Act and Clause 49 of the
Listing Agreement, the performance evaluation was carried out as under:
Board:
In accordance with the criteria suggested by the Nomination and
Remuneration Committee, the Board of Directors evaluated the
performance of the Board, having regard to various criteria such as
Board composition, Board processes, Board dynamics etc. The Independent
Directors, at their separate meetings, also evaluated the performance
of the Board as a whole based on various criteria. The Board and the
Independent Directors were of the unanimous view that performance of
the Board of Directors as a whole was satisfactory.
Committees of the Board:
The performance of the Audit Committee, the Nomination and Remuneration
Committee and the Stakeholders Relationship Committee was evaluated by
the Board having regard to various criteria such as committee
composition, committee, processes, committee dynamics etc. The Board
was of the unanimous view that all the committees were performing their
functions satisfactorily and accordingly to the mandate prescribed by
the Board under the regulatory requirements including the provisions of
the Act, the Rules framed there under and the Listing Agreement.
Individual Directors:
(a) Independent Directors: In accordance with the criteria suggested by
the Nomination and Remuneration Committee, the performance of each
Independent Director was evaluated by the entire Board of Directors
(except the Director being evaluated) on various parameters like
engagement, leadership, analysis, decision making communication,
governance and interest of stakeholders. The Board was of the unanimous
view that each Independent was a reputed professional and brought his
rich experience to the deliberations of the board and it was concluded
that continuance of each Independent Director on the Board will be in
the interest of the Company.
(b) Non- Independent Directors: The performance of the Non- Independent
Directors was evaluated by the Independent Directors at their separate
meeting. Further, their performance was also evaluated by the Board of
Directors. The various criteria considered for the purpose of evaluation
included leadership, engagement, transparency, analysis, decision
making, functional knowledge, governance and interest of stakeholders.
The Independent Directors and the Board were of unanimous view that each
of the Non- Independent Directors was providing good business.
23. DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The requisite details relating to ratio of remuneration, percentage
increase in remuneration etc. as stipulated under the above Rules are
annexed as Annexure 6 to this Report.
24. DISCLOSURE UNDER RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT
AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
Not Applicable
24. AMOUNT CARRIED TO RBI RESERVE FUND ACCOUNT
The Company has transferred Rs. 52,870 to its RBI Reserve Fund Account
for the year 2014- 15 as compared to Rs. 20,555 transferred in previous
year.
25. ORDERS BY REGULATORS, COURTS OR TRIBUNALS
No significant and/ or material orders were passed by any regulator or
Court or tribunal impacting the going concern status and the Company's
operations in future.
26. INTERNAL CONTROL
The Company has proper and adequate system of internal control to
ensure that all the activities are monitored and controlled against any
misuse or disposition of assets and that all the transactions are
authorized, recorded are reported correctly. The Audit Committee of the
Board of Directors reviews the adequacy of internal control.
27. AUDITORS
At the 24th AGM held on 19th September, 2014, M/s Rakesh Raj &
Associates, Chartered Accountants, were inadvertently appointed as the
Auditors of the Company for a total period of 04 (four) years, from the
conclusion of 24th Annual General Meeting until the conclusion of 28th
Annual General Meeting instead of 03 (three) years which was the
maximum number of consecutive years for which the auditor firm may be
appointed in the same Company as per the Section 139(2) of Companies
Act, 2013 and Rule 6 of the Companies (Audit and Auditors) Rules, 2014.
Therefore, in accordance with Section 139 of the Act, Members are
requested to appoint M/s Rakesh Raj & Associates, the Statutory
Auditors for the remaining permissible period of 02 (two) years i.e. to
hold office from the conclusion of 25th Annual General Meeting until
the conclusion of 27th Annual General Meeting (subject to ratification
of the appointment by the Members, at every Annual General Meeting held
after 25th Annual General Meeting). The specific notes forming part of
the accounts referred to in the Auditor's Report are self- explanatory
and give complete information.
28. APPRECIATION
The Directors wish to place on record their appreciation of the devoted
services of the employees, who have largely contributed to the
efficient management of your Company. The Directors also place on
record their appreciation for the continued support from the
shareholders, the lenders and other associates.
29. CORPORATE SOCIAL REPONSIBILITY
Company is not required to constitute CSR Committee and comply with
provisions contained in sub- section (2) to (5) of Section 135 as it
does not meet the criteria laid down in Section 135(1) of the Companies
Act, 2013.
For and on behalf of the Board,
Place: New Delhi Ashok Kumar Jain
Date: 10th August, 2015 Chairman cum Managing Director
Mar 31, 2014
Dear Members,
The Directors take pleasure in presenting the 24th (Twenty Fourth)
Annual Report along with the Audited Statement of Accounts of the
Company for the year ended 31st March, 2014.
FINANCIAL RESULTS In Rs. In Rs.
Particulars 2013-2014 2012-2013
Income 7,83,193 9,57,924
Less: Depreciation 16,644 22,647
Less: Expenditure 6,38,953 5,88,927
ProfitZ(Loss) before Tax
1,27,596 3,46,350
Less: Provision for taxation 24,823 (1,68,279)
Profit/ (Loss) after tax 1,02,773 5,14,629
Less: Amount transferred to 20,555 1,02,926
RBI Reserve Fund A/c
Net Profit 82,218 4,11,703
Add: Bal. B/f from last year (15,53,961) (19,65,664)
Add: Provision for Taxes earlier Years (1,30,004) -
Balance C/o to B/S (16,01,747) (15,53,961)
DIVIDEND:
The Board has not proposed any dividend for the Financial Year
2013-2014.
PUBLIC DEPOSITS:
The company has not accepted any deposits from public during the year
under review.
DIRECTORATE:
Pursuant to the provisions of the Companies Act, 2013, Mrs. Meena Jain,
retires by rotation at ensuing Annual General Meeting and being
eligible, offer herself for reappointment.
Mr. Girish Chand Jain, whose period of office was liable to
determination by retirement of Director by rotation under the erstwhile
applicable provision of the Companies Act, 1956, and Mr. Surinder Kumar
Nagpal, being recommended by the Board of Directors, are appointed as
Independent Directors of the Company for the term of five consecutive
years with effect from September 19, 2014 upto September 18, 2019, not
liable to retire by rotation. Notice under section 160 of the Companies
Act, 2013 have been received from the members signifying their intention
to propose their candidature as Directors of the Company.
During the year under review, Mrs. Meena Jain, Mr. Girish Chand Jain
and Mr. Surinder Kumar Nagpal, are appointed or re-appointed as
Directors of the Company.
AUDITORS:
M/s Rakesh Raj & Associates, Chartered Accountants, Faridabad
(Haryana), the Auditors of the Company retires at the forthcoming
Annual General Meeting and being eligible offer themselves for
re-appointment. It has been recommended to the Shareholders to
re-appoint M/s Rakesh Raj & Associates, Chartered Accountants, for the
period of five years from the conclusion of ensuing Annual General
Meeting, subject to ratification in every Annual General Meeting.
The Company has received written consent for the appointment as the
Statutory Auditors as required under section 139 of the Companies Act,
2013.
The observations made by the Auditors in their report are explained in
the respective needs to accounts which are self explanatory. Auditors'
Report does not contain any reservation or adverse remarks.
STATEMENT PURSUANT TO LISTING AGREEMENT:
The company's shares are listed at Delhi Stock Exchange Limited, Delhi
and the Uttar Pradesh Stock Exchange Association Ltd., Kanpur. The
Company has paid its Annual Listing fees to Delhi Stock Exchange upto
the financial year ending 2014 and U.P. Stock Exchange up to the
financial year ending 2003.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 217(2AA) of the Companies' Act,
1956, with respect to the Directors' Responsibility Statement, it is
hereby confirmed that
i) In the preparation of the Accounts for the Financial Year ended 31st
March, 2014, the applicable Accounting standards have been followed
along with proper explanations relating to material departure.
ii) The Directors had selected such accounting policies and applied them
consistently and made judgment and estimates that were 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.
iii) The Directors had taken proper & 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 & detecting fraud & other
irregularities; and
iv) The Directors had prepared the annual accounts for the financial
Year ended 31st March, 2014 on a going concern basis.
CORPORATE GOVERNANCE:
Your company is committed to bench marking itself with global standards
in all areas including incorporation of appropriate standards for Good
Corporate Governance. Towards this end and in line with guidelines
recommended by the Securities and Exchange Board of India (SEBI)
Committee on Corporate Governance, adequate steps are being taken to
ensure that all the mandatory provisions of Clause 49 of the Listing
Agreement are duly complied with.
PARTICULARS OF EMPLOYEES:
None of the employees fall within the purview of the provisions of
Section 217 (2A) of the Companies' Act, 1956 read with the Companies'
(Particulars of Employees) Rules, 1975.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANG EARNINGS & OUTGO:
Not Applicable
ACKNOWLEDGEMENT:
The relations between the Management & employees were cordial
throughout the year. Your Directors wish to place on record their
sincere appreciation for their devoted services.
Your Directors wish to place on record their appreciation for the
confidence shown in the company by the shareholders and other
stakeholders.
For & On behalf of the Board of Directors,
PLACE: NEW DELHI ASHOK KUMAR JAIN
DATE : 30.05.2014 DIRECTOR
Mar 31, 2013
Dear Members,
The directors take pleasure in presenting the 23rd Annual Report along
with the audited Accounts of the Company for the year ended 31st March,
2013.
FINANCIAL RESULTS In Rs. In Rs.
Particulars 2012-2013 2011-2012
Income 9,57,924 13,07,906
Less: Depreciation 22,647 31,014
Less: Expenditure 5,88,927 3,95,801
Profit/(Loss) before Tax 3,46,350 8,81,091
Less: Provision for taxation (1,68,279) 2,66,705
Profit/ (Loss) after tax 5,14,629 6,14,386
Less: Amount transferred to 1,02,926 1,22,877
RBI Reserve Fund A/c
Net Profit 4,11,703 4,91,509
Add: Bal. B/f from last year (19,65,664) (24,57,173)
Balance C/o to B/S (15,53,961) (19,65,664)
DIVIDEND:
The Board has not proposed any dividend for the Financial Year
2012-2013.
DIRECTORATE:
During the year Sh.Ashok Jain, Smt.Meena Jain, and Sh.Girish Chand Jain
continued to serve the company as directors. Sh.Ashok Jain who is
retiring by rotation at the ensuing Annual General Meeting is seeking
re-election as director of the Company.
STATEMENT PURSUANT TO LISTING AGREEMENT:
The company's shares are listed at Delhi Stock Exchange Limited, Delhi
and the Uttar Pradesh Stock Exchange Association Ltd., Kanpur. The
Company has paid its Annual Listing fees to Delhi Stock Exchange upto
the financial year ending 2012 and U.P. Stock Exchange up to the
financial year ending 2003.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 217(2AA) of the Companies' Act,
1956, with respect to the directors' Responsibility Statement, it is
hereby confirmed that
i) In the preparation of the Accounts for the Financial Year ended 31st
March, 2013, the applicable Accounting standards have been followed
along with proper explanations relating to material departure.
ii) The directors had selected such accounting policies and applied
them consistently and made judgment and estimates that were 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.
iii) The directors had taken proper & 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 & detecting fraud & other
irregularities; and
iv) The directors had prepared the annual accounts for the financial
Year ended 31st March, 2013 on a going concern basis.
AUDITORS AND THEIR REPORT:
M/s Rakesh Raj & Associates, Chartered Accountants, Faridabad
(Haryana), the Auditors of the Company retires at the forthcoming
Annual General Meeting and being eligible offer themselves for
re-appointment. The Company has received a certificate from them u/s
224(1-B) of the Companies Act, 1956.
The observations made by the Auditors in their report are explained in
the respective needs to accounts which are self explanatory. Auditors'
Report does not contain any reservation or adverse remarks.
CORPORATE GOVERNANCE:
Your company is committed to bench marking itself with global standards
in all areas including incorporation of appropriate standards for Good
Corporate Governance.
Towards this end and in line with guidelines recommended by the
Securities and Exchange Board of India (SEBI) Committee on Corporate
Governance, adequate steps are being taken to ensure that all the
mandatory provisions of Clause 49 of the Listing Agreement are duly
complied with.
PUBLIC DEPOSITS:
The company has not accepted any deposits from public during the year
under review.
PARTICULARS OF EMPLOYEES:
None of the employees fall within the purview of the provisions of
Section 217 (2A) of the Companies' Act, 1956 read with the Companies'
(Particulars of Employees) Rules, 1975.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANG EARNINGS & OUTGO:
Not Applicable
ACKNOWLEDGEMENT:
The relations between the Management & employees were cordial
throughout the year. Your directors wish to place on record their
sincere appreciation for their devoted services.
Your directors wish to place on record their appreciation for the
confidence shown in the company by the shareholders and other
stakeholders.
For & On behalf of the Board of Directors,
PLACE: NEW DELHI ASHOK JAIN
DATE : 27.05.2013 DIRECTOR
Mar 31, 2012
Dear Members,
The directors take pleasure in presenting the 23rd Annual Report along
with the audited Accounts of the Company for the year ended 31st March,
2013.
FINANCIAL RESULTS In Rs. In Rs.
Particulars 2011-2012 2010-2011
Income 13,07,906 16,69,243
Less: Depreciation 31,014 37,899
Less: Expenditure 3,95,801 3,15,313
Profit/(Loss) before Tax 8,81,091 13,16,031
Less: Provision for taxation 2,66,705 7,19,342
Profit/ (Loss) after tax 6,14,386 5,96.689
Less: Amount transferred to 1,22,877 1,19,338
RBI Reserve Fund A/c
Net Profit 4,91,509 4,77,351
Add: Bal. B/f from last year (24,57,173) (29,34,525)
Balance C/o to B/S (19,65,664) (24,57,173)
DIVIDEND:
The Board has not proposed any dividend for the Financial Year
2012-2013.
DIRECTORATE:
During the year Sh.Ashok Jain, Smt.Meena Jain, and Sh.Girish Chand Jain
continued to serve the company as directors. Sh.Ashok Jain who is
retiring by rotation at the ensuing Annual General Meeting is seeking
re-election as director of the Company.
STATEMENT PURSUANT TO LISTING AGREEMENT:
The company's shares are listed at Delhi Stock Exchange Limited, Delhi
and the Uttar Pradesh Stock Exchange Association Ltd., Kanpur. The
Company has paid its Annual Listing fees to Delhi Stock Exchange upto
the financial year ending 2012 and U.P. Stock Exchange up to the
financial year ending 2003.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 217(2AA) of the Companies' Act,
1956, with respect to the directors' Responsibility Statement, it is
hereby confirmed that
i) In the preparation of the Accounts for the Financial Year ended 31st
March, 2012, the applicable Accounting standards have been followed
along with proper explanations relating to material departure.
ii) The directors had selected such accounting policies and applied
them consistently and made judgment and estimates that were 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.
iii) The directors had taken proper & 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 & detecting fraud & other
irregularities; and
iv) The directors had prepared the annual accounts for the financial
Year ended 31st March, 2012 on a going concern basis.
AUDITORS AND THEIR REPORT:
M/s Rakesh Raj & Associates, Chartered Accountants, Faridabad
(Haryana), the Auditors of the Company retires at the forthcoming
Annual General Meeting and being eligible offer themselves for
re-appointment. The Company has received a certificate from them u/s
224(1-B) of the Companies Act, 1956.
The observations made by the Auditors in their report are explained in
the respective needs to accounts which are self explanatory. Auditors'
Report does not contain any reservation or adverse remarks.
CORPORATE GOVERNANCE:
Your company is committed to bench marking itself with global standards
in all areas including incorporation of appropriate standards for Good
Corporate Governance.
Towards this end and in line with guidelines recommended by the
Securities and Exchange Board of India (SEBI) Committee on Corporate
Governance, adequate steps are being taken to ensure that all the
mandatory provisions of Clause 49 of the Listing Agreement are duly
complied with.
PUBLIC DEPOSITS:
The company has not accepted any deposits from public during the year
under review.
PARTICULARS OF EMPLOYEES:
None of the employees fall within the purview of the provisions of
Section 217 (2A) of the Companies' Act, 1956 read with the Companies'
(Particulars of Employees) Rules, 1975.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANG EARNINGS & OUTGO:
Not Applicable
ACKNOWLEDGEMENT:
The relations between the Management & employees were cordial
throughout the year. Your directors wish to place on record their
sincere appreciation for their devoted services.
Your directors wish to place on record their appreciation for the
confidence shown in the company by the shareholders and other
stakeholders.
For & On behalf of the Board of Directors,
PLACE: NEW DELHI ASHOK JAIN
DATE : 30.08.2012 DIRECTOR
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