<dhhead>BOARD REPORT</dhhead>
To,
The Members,
Your Directors are pleased to present the Company' s 29th
Annual Report on the business & operations of the Company and Audited Statement of
Accounts Statements (Standalone & Consolidated) for the year ended 31st March
2023 along with the Auditor’s Report thereon.
COMPANY BACKGROUND
India Finsec Limited (“the Company”) is a RBI
registered Non-Banking Financial Company (“NBFC”). The registered office of the
Company is situated at D-16, First Floor, Above ICICI Bank, Prashant Vihar, Sector- 14,
Rohini, Delhi-110085. The Company was incorporated on August 10, 1994. The Company has its
Equity Shares listed at BSE Limited.
FINANCIAL PERFOMANCE
Particulars |
Financial year ended (Rs. In ‘000’) |
|
Standalone |
Consolidated |
|
March 31, 2023 |
March 31, 2022 |
March 31, 2023 |
March 31, 2022 |
Total Income |
6,804.29 |
8,601.88 |
4,64,254.88 |
2,43,314.40 |
Total Expenditure |
5,284.13 |
8,328.96 |
4,00,235.12 |
1,89,499.33 |
Profit/(Loss) before tax |
1,520.16 |
272.92 |
64,019.76 |
53,815.07 |
Profit/(Loss) after tax |
1,296.43 |
141.50 |
46,038.69 |
40,400.89 |
Paid- up Share Capital |
249,417.15 |
249,417.15 |
249,417.15 |
249,417.15 |
STATE OF COMPANY'S AFFAIRS/BUSINESS OVERVIEW
The Company is engaged in the business of financing, Inter
Corporate Deposits, Personal Loans, funding against shares and securities and Long against
Property (LAP) to the individuals and Body Corporate.
During the financial year 2022-23, total revenue on standalone
basis has been decreased to Rs. 68,04,288/- as against Rs. 86,01,880/- in the previous
year registering a decline of 20.89%. However, the group registered a Profit of Rs.
12,96,427/- in current year as against a net profit of Rs. 141,500/- in the previous year.
On a consolidated basis, the group achieved revenue of Rs.
46,42,54,880/- as against Rs. 24,33,14,400/- during the previous year, registering a
growth of 90.80%. The Profit after Tax for the current year is Rs. 4,60,38,706/- as
against the previous year profit of Rs. 4,04,00,890/-.
Your Company has been able to achieve substantial market share,
steady price for its products by taking up newer challenges.
DIVIDEND
During the year under review the Board of Directors has not
recommended any dividend on equity shares of the Company.
TRANSFER TO RESERVES
In terms of Section 45-IC of the RBI Act 1934, the Company
registered as NBFC with RBI is required to transfer at least 20% of its Profit after tax
to a Reserve Fund before dividend is declared. As at the year end, an amount of Rs.
2,59,290/- has transferred to the Reserve Fund.
CHANGES IN THE NATURE OF BUSINESS
The Company is engaged in the business of Financing, Inter
Corporate Deposits, advancing personal loans, funding of IPO, funding against shares and
securities, loan against properties to individuals & companies etc. However, there has
been no change in the nature of business during the year under review by the Company.
MATERIAL CHANGES AND COMMITMENTS
There is no material change which may affect the financial
position of the Company between the end of financial year and up to the date of this
report.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Based on the framework of internal financial controls and
compliance systems established and maintained by the Company, work performed by the
internal, statutory and secretarial auditors and the reviews performed by management and
the relevant board committees, including the audit committee, the board is of the opinion
that the Company’s internal financial controls were adequate and effective during the
financial year 2022-23.The details in respect of internal financial control and their
adequacy are included in the Management Discussion & Analysis, which forms part of
this report.
PUBLIC DEPOSITS
During the year under review, the company has not accepted any
deposit under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of
Deposits) Rules, 1975.
AUDITORS
STATUTORY AUDITOR
The term of office of M/s V.N. Purohit & Co., as Statutory
Auditors of the Company was expired at the previous AGM of the Company held on 30th
September, 2022.
The members of the Company at their 28th Annual
General Meeting held on 30th September, 2022, approved the appointment of M/s.
Ajay Rattan & Co., Chartered Accountants (Firm Registration Number: 012063N) as the
Statutory Auditors of the Company, to hold office from the conclusion of the 28th
Annual General Meeting until the conclusion of the 33rd Annual General Meeting
of the Company to be held in the year 2027.
Auditor’s Report
The Auditor’s Report for Financial Year Ended March 31,
2023 is unmodified i.e. does not contain any qualification, reservation or adverse
remarks. All Observations made in the Independent Auditors’ Report and Notes forming
part of the Financial Statements are self-explanatory and do not call for any further
comments and also, there is no incident of fraud requiring reporting by the auditors under
section 143(12) of the Companies Act, 2013 during the year. The Auditor’s report is
enclosed with the financial statements in this Annual Report.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Act, the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of the SEBI Listing Regulations, the Company had appointed Mrs. Mrgha
Sharan, partner of M/s. Jain & Sharan LLP, (Membership No.: F9802; Certificate of
Practice No.: 12171) to undertake the Secretarial Audit of the Company for FY 2022-23.
Further, in terms of the provisions of the Circular No.
CIR/CFD/CMD1/27/2019 dated February 8, 2019 issued by SEBI, Ms. Megha Sharan issued the
Annual Secretarial Compliance Report, confirming compliance by the Company of the
applicable SEBI Regulations and circulars / guidelines issued there under.
The Secretarial Audit Report is appended as Annexure-1 to this
Report.
Secretarial Audit Report of Subsidiary Company
The Secretarial Audit Report of M/s IFL Housing Finance Limited,
subsidiary of India Finsec Limited, for the financial year ended March 31, 2023 does not
contain any qualification, reservation or adverse remark. A copy of Secretarial Audit
Report as provided by Company Secretary in Practice has been annexed with the Report. (Annexure-II)
INTERNAL AUDITOR
Pursuant to provisions of Section 138 read with rules made there
under, the Board has appointed M/s Mukesh M Gupta & Associates, Chartered Accountants,
as an Internal Auditor of the Company, to check the internal controls and functioning of
the activities of the Company and also recommends way of improvement. They have provided
Internal Audit Report of the Company for the financial year ended March 31, 2023. The
Internal audit is carried out quarterly basis and the report is placed in the Audit
Committee Meeting and Board Meeting for their consideration and direction. The Report does
not contain any qualification, observation, reservation, adverse remark or disclaimer.
MAINTENANCE OF COST RECORDS
The Central Government has not specified maintenance of cost
records, for any of the products of the Company, under section 148 of the Companies Act,
2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014.
SHARE CAPITAL
As on 31st March, 2023, the Authorised share capital
of the Company was Rs. 30,00,00,000 and the paid up equity share capital was Rs.
24,94,17,150/-. During the year under review:
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 by employees or by 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.
E. ISSUE OF SHARES ON PREFERENTIAL BASIS
The Company has not issued any share on preferential basis
during the year.
LISTING FEES
The Company has paid the Annual Listing Fees to the Bombay Stock
Exchange Limited (BSE) for the financial year 2022-23.
EXTRACT OF THE ANNUAL RETURN
The extract of Annual Return in Form MGT-9 as required under
Section 92(3) and section 134(3) (a) of the Act and as prescribed in Rule 12 of the
Companies (Management and Administration) Rules, 2014, is enclosed as Annexure III
to this Report.
The Annual Return in Form MGT-7 as required under Section 92(3)
of the Act shall be hosted on the website of the Company viz.www.indiafinsec.in.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
The details of conservation of energy, technology absorption,
foreign exchange and outgo are as follows:
A. CONSERVATION OF ENERGY
Company is not engaged in any manufacturing or processing
activity, as such particulars required to be given in terms of Section 134(3)(m) of the
Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, regarding conservation
of energy are not applicable.
B. TECHNOLOGY ABSORPTION
Company is not engaged in any manufacturing or processing
activity, as such particulars required to be given in terms of Section 134(3)(m) of the
Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, regarding Technology
absorption are not applicable.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
There has been no expenditure and/or earning in foreign
exchange.
POLICIES
There has been no change in the following policies during the
financial year 2022-23:
• Policy on Preservation of Documents and Archives
Management as per Regulation 9 and 30(8) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
• Policy for Disclosure of events/ information and
Determination of materiality as per Regulation 30(4) (ii) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
• Policy on Materiality of Related Party Transactions as
per Regulation 23(1) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
• Risk Management Policy
• Policy for determining "material’ subsidiaries
as per Regulation 16(1) (c) of the SEBI(Listing Obligations and Disclosure Requirements)
Regulations, 2015.
Such Policies are available on the website of the Company i.e. https://www.mdiafinsec.in/mvestors-
irifo/.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED
During the financial year 2022-23, no significant and material
orders passed by the regulators or courts or tribunals impacting the going concern status
and company’s operations in future.
FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12), OTHER THAN
THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.
The Statutory Auditors have not reported any incident of fraud
to the Board of Directors of the Company.
DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016
Neither any application was made nor any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.
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 THE REASONS THEREOF
As Company has not done any one time settlement during the year
under review hence no disclosure is required.
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility is not applicable to the
company as company is not falling in the criteria of the CSR as mentioned in Section 135
read with respective rules of the Companies Act, 2013.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of the Company was duly constituted in accordance with
the provisions of the Companies Act, 2013. As on March 31, 2023, the Board of Director’s
consists of the following members:
S. Name of Director No. |
Designation |
DIN |
Date of Appointment |
1 Mr. Gopal Bansal |
Managing Director |
01246420 |
20.04.2012 |
2 Mr. Mukesh Sharma |
Director |
00274217 |
18.12.2006 |
3 Mr. Amit Kumar Agarwal |
Independent Director |
08768575 |
06.07.2020 |
4 Ms. Purva Mangal |
Independent Director |
02816099 |
30.09.2019 |
5 Mr. Devi Dass Agarwal |
Independent Director |
09152596 |
01.07.2021 |
6 Ms. Himanshi Kashyap |
Independent Director |
07681277 |
24.08.2020 |
A. DIRECTORS
During the financial year 2022-23, Mr. Gopal Bansal (DIN:
01246420), Executive Director was liable to retire by rotation and being eligible had
offered himself, for re-appointment before the shareholders at 28th Annual
General Meeting (“AGM”) of the Company. The shareholders confirmed his
re-appointment at the 28th AGM of the Company.
Pursuant to the provisions of Section 152 (6) of the Companies
Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 (including
any statutory modification or reenactment thereof for the time being in force) Mr. Mukesh
Sharma (DIN: 00274217) Director of the Company is liable to retire by rotation at the
ensuing AGM and being eligible to offers himself for reappointment.
B. CHIEF FINANCIAL OFFICER
There is no appointment, resignation or any other changes in the
position of the Chief Financial Officer of the Company,
C. COMPANY SECRETARY & COMPLIANCE OFFICER
There is no appointment, resignation or any other changes in the
position of the Company Secretary & Compliance Officer of the Company.
DECLARATION BY THE INDEPENDENT DIRECTORS
All Independent Directors have submitted the declaration of
independence, pursuant to the provisions of Section 149(7) of the Act and Regulation 25(8)
of the SEBI Listing Regulations, stating that they meet the criteria of independence as
provided in Section 149(6) of the Act and Regulations 16(l)(b) of the SEBI Listing
Regulations and they are not aware of any circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact his/her ability to discharge his/ her
duties with an objective independent judgment and without any external influence.
FAMILIARIZATION PROGRAMME
The Company has familiarized the Independent Directors with the
Company, their roles, responsibilities in the Company, nature of industry in which the
Company operates, business model of the Company, etc. The details relating to the
familiarization programme are available on the website of the Company at www.indiafinsec.com.
FIT AND PROPER CRITERIA & CODE OF CONDUCT
All the Directors meet the fit and proper criteria stipulated by
RBI. All the Directors and Senior Management of the Company have affirmed compliance with
the Code of Conduct of the Company.
PERFORMANCE EVALUATION
The Board of Directors has carried out the Annual Performance
Evaluation of its own, Committees of Board of Directors and Individual Directors pursuant
to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, The performance of the Board was evaluated by the Board,
after seeking inputs from all Directors on the basis of the criteria such as Board
composition and structures, effectiveness of Board processes, information and functioning
etc. The performance of the Committees was evaluated by the Board after seeking inputs
from the Committee members on the basis of the criteria such as the composition of
Committees, effectiveness of Committee meetings etc. The Board and the Nomination and
Remuneration Committee reviewed the performance of the individual Directors on the basis
of the criteria such as contribution of the Individual Director to the Board and Committee
meetings. Also in a separate meeting of Independent Directors, performance of
Non-Independent Directors, Board as a whole and the Chairman were evaluated, taking into
account the views of Executive Directors and Non-Executive Directors. Performance
evaluation of Independent Directors was done by the entire Board, excluding the
Independent Director being evaluated.
NUMBER OF MEETINGS OF THE BOARD
The Board of Directors duly met 17 (Seventeen) times during the
year, in respect of which notices were given and the proceedings were recorded and signed.
The intervening gap between any two meetings was within the period prescribed by the
Companies Act, 2013.The details of Board meetings and the attendance of Directors in such
meetings are given in the Corporate Governance Report forming part of this Annual Report.
COMMITTEES AND THEIR MEETINGS
AUDIT COMMITTEE
The Company has an Audit Committee comprising Mr. Amit Kumar
Agarwal (Independent Director), Ms. Purva Mangal (Independent Director), Mr. Gopal Bansal
(Managing Director) and Mr. Vijay Kumar Dwivedi (Secretary of the Audit Committee) as on
March 31, 2023. The terms of reference of the Audit Committee inter-alia include
overseeing financial reporting process, reviewing the financial statements and
recommending appointment of Auditors. All the recommendations made by Audit Committee were
accepted. The details of the Audit Committee and the attendance of its members are
provided in the Corporate Governance Report.
During the year 5 (Five) Audit Committee Meetings were held for
the Financial Year 2022-23.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER
POLICY FOR DIRECTORS AND EMPLOYEES
The Company has a well framed vigil mechanism/whistle blower
policy for its directors and employees. The company believes on the honesty, integrity,
ethics, transparency and good conduct for its professional environment and provides such
kind of environment to its employees and directors and always encourages its team to
follow such standards in their activities. The directors, employees and other team members
are free to report on the issues which require genuine concern. An Audit Committee of the
Board of directors has the responsibility to review the functioning of vigil mechanism and
the same has been performed by the committee periodically.
This policy is explained in corporate governance report and also
posted on the website on http://www.indiafinsec.in/corporate -governance/ under
Corporate Governance section.
NOMINATION AND REMUNERATION COMMITTEE
The Company has a Nomination & Remuneration Committee of
Directors in compliance with provisions of the Companies Act, 2013 and Regulation 19 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee^
scope of work includes nominate the directors as per their qualifications, experience and
positive attributes, deciding on remuneration and policy matters related to remunerations
of Directors and laying guidelines for remuneration package or compensation.
The Committee as on March 31, 2023 comprises of Mr. Amit Kumar
Agarwal (Independent Director), Ms. Purva Mangal (Independent Director) and Mr. Mukesh
Sharma (Non-Executive Director). The details of the Nomination and Remuneration Committee
and the attendance of its members are provided in the Corporate Governance Report.
During the year 2 (Two) Nomination and Remuneration Meeting was
held for the Financial Year 2022-23.
NOMINATION AND REMUNERATION POLICY
The policy of the Company on Directors’ Appointment and
Remuneration, including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under Sub-section (3) of Section 178
of the Companies Act, 2013 is placed on the website of the Company i.e. www.indiafinsec.in
and the details of Nomination and Remuneration Policy are covered in the Corporate
Governance Report. It is hereby affirmed that the remuneration paid is as per Remuneration
Policy of the Company. The Nomination & Remuneration Policy is attached with this
report as an Annexure IV.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company has a Stakeholder Relationship Committee of
directors to look into the redressal of complaints of investors such as transfer or credit
of shares, non-receipt of dividend/notices/annual reports, etc.
The Committee as on March 31, 2023 comprises of Mr. Amit Kumar
Agarwal (Independent Director), Ms. Purva Mangal (Independent Director) and Mr. Gopal
Bansal (Managing Director). The details of the Stakeholders Relationship Committee and the
attendance of its members are provided in the Corporate Governance Report.
During the year 4 (Four) Stakeholders Relationship Committee
Meetings were held for the Financial Year 2022-23.
RISK MANAGEMENT COMMITTEE
The Board of Directors has constituted a Risk Management
Committee to minimize or mitigate the risk involved in the business activities of the
Company.
The Committee as on March 31, 2023 comprises of Mr. Amit Kumar
Agarwal (Independent Director), Ms. Purva Mangal (Independent Director) and Mr. Gopal
Bansal (Managing Director). The details of the Risk Management Committee and the
attendance of its members are provided in the Corporate Governance Report.
During the year 1 (One) Risk Management Committee Meeting was
held for the Financial Year 202223.
RISK MANAGEMENT POLICY
In accordance with Regulation 17(9) of the SEBI (LODR)
Regulations, 2015 and Section 134(3) of the Companies Act, 2013, the board members were
informed that the Company has a robust Risk Management framework to identify, measure and
mitigate business risks and opportunities. This framework seeks to create transparency,
minimise adverse impact on the business objective and enhance the Company's competitive
advantage. This risk framework thus helps in managing market, credit and operations risks
and quantifies exposure and potential impact at a Company level.
DETAILS OF SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANIES
During the year under review, we have one subsidiary company
i.e. “IFL Housing Finance Limited”. In accordance with Section 129(3) we have
prepared the consolidated financial statements of the Company which forms part of this
Annual Report.
During the year, IFL Housing Finance Limited reported revenue of
Rs. 4,576.70 Lakhs and profit after tax of Rs. 447.39 Lakhs as compared to revenue of Rs.
2,347.72 Lakhs and profit after tax of Rs. 402.58 Lakhs in the last year.
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
The performance and financial position of “IFL Housing
Finance Limited” (Subsidiary) for the financial year 2022-22 are mentioned below:
The Particulars of Subsidiaries, Associates and Joint Ventures
read with Companies (Accounts) Rules, 2014 are attached herewith in Form AOC — 1 as Annexure-V.
PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS
Loans, Guarantees and Investments covered under section 186 of
the Companies Act, 2013 form part of the notes to the financial statement provided in this
Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES
The Company has entered into any contract and arrangements with
related party and complied with the provisions of section 188 of the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details
of Such Contracts and Arrangements are enclosed as Annexure- Fin Form AOC-2.
The policy on Related Party Transactions is displayed on the
website of the Company and the web link is http: //www.indiafinsec.in/investors-info/.
CORPORATE GOVERNANCE CERTIFICATE
The Company believes that the essence of Corporate Governance
lies in the phrase “Your Company”. It is “Your” Company because it
belongs to you “the Shareholders”. The Chairperson and Directors are “Your”
fiduciaries and trustees. Their objective is to take the business forward in such a way
that it maximizes “Your” long term value. Besides adhering to the prescribed
Corporate Governance practices as per SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the company also endeavors to share information with its
stakeholders openly and transparently on matters which have a bearing on its economic and
reputational interest. The Corporate Governance Report is a part of this Annual report.
A certificate from VMS & Co., Practicing Company Secretaries
confirming Compliance to the conditions of Corporate Governance as stipulated under Para E
Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
enclosed to this Annual Report.
PARTICULARS OF EMPLOYEES
None of the employees of the Company were in receipt of
remuneration in excess of limits as prescribed under Rule 5 (2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Disclosures pertaining to remuneration and other details as
required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, are mentioned below:
(A) Information as per Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016
1. Remuneration of each Director and Key Managerial Personnel
(KMP) along with particulars of increase in remuneration during the financial year, Ratio
of remuneration of Directors to the Median Remuneration of employees.
Name of the Director/ and KMP |
Designation |
Remuneration (Rs. in Lac) 2022-23 |
Increase (%) |
Ratio of Director’s Remuneration to Median remuneration
including Managing Director |
Mr. Copal Bansal |
Managing Director |
0.00 |
Nil |
0 |
Mr. Manoj Kumar Gupta |
CFO |
9.60 |
|
2.58 |
Mr. Vijay Kumar Dwivedi |
Company Secretary |
0.00 |
0.00 |
0.00 |
# No other directors are in receipt of remuneration except
sitting fees.
2. Median remuneration of employees of the Company including
Managing Director are Rs. 3,72,290/-for the financial year 2022-23.
3. The Percentage increase in median remuneration of employees
(including Managing Director) is Nil.
4. Number of permanent employees on the rolls of the Company: 4
(As at March 31, 2023).
5. Affirmation Pursuant to Rule 5(1) (xii) of the Companies
(Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, it is
affirmed that the remuneration paid to the Directors, Key Managerial Personnel is as per
the remuneration policy of the Company.
(B) Statement of particulars of employees pursuant to Rule 5((2)
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 — N.A.
(C) Statement of particulars of employees pursuant to Rule 5(3)
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014- N.A.
PREVENTION OF SEXUAL HARRASEMENT OF WOMEN AT WORKPLACE
The Company has a Policy on Prevention of Sexual Harassment of
Women at Workplace and has complied with the provisions relating to the constitution of
Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. No case was reported during the year
under review.
DIRECTOR’S RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (3) & (5) of the
Act, the Board of Directors confirms that, to the best of its knowledge and belief:
1) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation relating to material
departures, if any;
2) the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the Company as at March 31,
2023 and of the profit of the Company for that period;
3) 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;
4) the Directors have prepared the annual accounts on a going
concern basis;
5) the Directors have laid down internal financial controls to
be followed by the Company and that such internal financial controls are adequate and
operating effectively; and
6) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws including applicable secretarial
standards and that such systems were adequate and operating effectively.
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
Company’s 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.
CODE OF CONDUCT
The Board of Directors has laid down the Code of Conduct which
is applicable to members of the Board and all employees in the course of day to day
business operations of the company. The Code has been placed on the Company3s
website www.indiafinsec.in. The Code lays down the standard procedure of business
conduct which is expected to be followed by the directors and the designated employees in
their business dealings and in particular on matters relating to integrity in the work
place, in business practices and in dealing with stakeholders.
All the Board Members and the Senior Management personnel have
confirmed compliance with the Code.
PRUDENTIAL NORMS & DIRECTIONS OF RBI FOR NBFGS
Your company has complied with all the requirements prescribed
by the Reserve Bank of India and has filed the required returns.
DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER -SE
None of the Directors are related to each other.
CAUTIONARY NOTE
The statements forming part of the Board’s Report may
contain certain forward looking remarks within the meaning of applicable securities laws
and regulations. Many factors could cause the actual results, performances or achievements
of the Company to be materially different from any future results, performances or
achievements that may be expressed or implied by such forward looking statements.
SECRETARIAL STANDARDS
The Company complies with all applicable secretarial standards.
ACKNOWLEDGEMENT
The Directors express their sincere gratitude to the Reserve
Bank of India, Securities and Exchange Board of India, BSE Limited, Ministry of Corporate
Affairs, Registrar of Companies, other government and regulatory authorities, lenders,
financial institutions and the Company’s bankers for the ongoing support extended by
them. The Directors also place on record their sincere appreciation for the continued
support extended by the Company’s stakeholders and tmst reposed by them in the
Company. The Directors sincerely appreciate the commitment displayed by the employees of
the Company and its subsidiaries across all levels, resulting in successful performance
during the year
By
the Order of the Board For India Finsec Limited |
Copal
Bansal Managing Director DIN-01246420 |
Mukesh
Sharma Director DIN-00274217 |
Date:
31.07.2023 Place: Delhi |
