<dhhead>BOARD'S REPORT</dhhead>
To,
The Members of,
Ad-Manum Finance Limited Indore (M.P.)
Your Directors have pleasure in presenting their 38th Annual
Report on the business and operations along with the Audited Financial Statement for the
Financial Year ended March 31, 2024.
1. Financial Results
The Company's Financial Performance for the year ended March 31, 2024,
is summarized below:
| Particulars |
(Amount in'OOO) |
2023-24 |
2022-23 |
| Revenue from Operation |
110292.04 |
91515.54 |
| Other Income |
18708.98 |
8024.59 |
| Total Income |
129001.02 |
99540.13 |
| Profit/loss before Depreciation, Finance
Costs, Exceptional items and Tax Expense |
116240.88 |
79141.79 |
| Less: Depreciation/Amortisation/Impairment |
529.15 |
1362.55 |
| Less: Finance Costs |
14208.95 |
11192.68 |
| Profit /loss before Exceptional items and Tax
Expense |
101502.78 |
66586.56 |
| Add/(less): Exceptional items |
0.00 |
0.00 |
| Profit /loss before Tax Expense |
101502.78 |
66586.56 |
| Less: Current Tax |
24000.00 |
22000.00 |
| Add /Less: Deferred Tax |
2817.57 |
(5421.80) |
| Add/Less: Adjustment in respect of Current Tax
of Prior Years |
(2321.79) |
(187.52) |
| Profit /Loss for the Year (A) |
77007.00 |
50195.88 |
| Other Comprehensive Income/loss (B) |
10475.54 |
4272.01 |
| Total Comprehensive Income for the period
(A+B) |
87482.54 |
54467.89 |
| Balance of Profit /Loss for earlier years (C) |
172649.12 |
132492.42 |
| Less: Transfer to NBFC Reserve (D) |
15401.40 |
10039.18 |
| Less: Dividend paid on Equity Shares (E) |
0.00 |
0.00 |
| Balance carried forward [(A+C) - (D+E)l |
234254.72 |
172649.12 |
| Earnings Per Share: |
|
|
| Basic & Diluted |
10.27 |
6.69 |
2. Performance of the Company and State of Affairs:
The Company is a non-deposit taking company and has been categorized as
a category - B, NBFC Company, registered with the Reserve Bank of India. During the
financial year 2023-24, the revenue from operations amounted to Rs. 1102.92 Lakhs as
against Rs. 915.16 Lakhs in the Previous year registering an increase of 20.52% over the
previous year.
The growth trend was continued whereby your Company posted Net Profit
after Tax of Rs. 770.07 Lakhs for F.Y. 2023-24 as against the Profit of Rs. 501.96 Lakhs
during the
previous financial year, registering an increase of 53.41% over the
previous year. As an NBFC, the Company is having its primary activities of lending and the
performance in the financial year 2023-24 was found to be better than the previous
year(s).
3. Change in the nature of business:
During the year under review, there were no changes in the nature of
the business activities.
4. Dividend:
In order to preserve the surplus money and to utilize such amount in
the business activities, your Board of Directors does not recommend any dividend during
the year under review. (Previous year: Nil)
5. Transfer of Amount to the NBFC Reserves or any other reserve:
The Company has transferred Rs. 154.01 Lakhs to the NBFC Statutory
Reserve as per requirement of the Directions of the RBI to the NBFC (P.Y. Rs. 100.39
Lakhs), except this the company has not transferred any amount to any reserve during the
year under review. (P.Y. Nil)
6. Capital Structure:
The Paid-up Equity Share Capital as on 31st March 2024 is
Rs.750.00 Lakhs divided into 75.00 Lakhs Equity Shares of Rs. 10/- each, carrying voting
rights. During the year under review, the company has not issued any shares with
differential voting rights nor granted stock options nor sweat equity Shares.
7. Listing of Shares of the Company:
The entire 75,00,000 equity shares of Rs. 10/- each of the company
continue to remain listed on BSE Ltd. (Scrip Code: 511359). The company has paid the
Annual Listing Fees for the year 2024-25 to BSE Ltd. and the Custodian fee to CDSL and
NSDL for the financial year 2023-24 on time. The shares of the Company are frequently
traded at the BSE Ltd.
8. Transfer of Amount and Shares to Investor Education & Protection
Funds (IEPF):
Pursuant to the provisions of the Companies Act, 2013 read with the
IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the
Rules") all unpaid or unclaimed dividend are required to be transferred by the
company to the IEPF Authority established by the Government, after the completion of seven
years. Further, according to the rules, the resulting shares on which dividend has not
been paid or claimed by the shareholders for 7 (seven) consecutive years or more also need
to be transferred to the Demat account of the IEPF Authority.
Since after the financial year 2014-15, the Company has not declared
dividends, no information is required to be furnished in this regard.
9. Web Address for Placing Annual Return:
Pursuant to Section 92(3) read with Section 134(3)(a) read with Rule 12
of the Companies (Management and Administration) Rules, 2014 of the Companies Act, 2013,
the Annual Return as on 31st March, 2024 can be accessed on
the website of Company at following link: http:
//www.admanurnfinance.com/annualreports.php.
10. Directors’ Responsibility Statement:
The Directors' Responsibility Statement referred to Section 134(3)(c)
and 134(5) of the Companies Act, 2013:
a) In the preparation of the annual accounts for the year ended 31st
March 2024, the applicable accounting standards read with requirements set out under
Schedule 111 to the Act, have been followed and there is no material departures from the
same;
b) The directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the company as at 31st
March 2024 and of the profit of the company for the year ended on that date;
c) The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;
d) The directors had prepared the annual accounts on a "going
concern" basis;
e) The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively;
f) The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws, and that such systems were adequate and operating
effectively.
11. Board Meetings:
During FY 2023-24, 7 (Seven) Board Meetings were convened and held. The
intervening gap between the meetings was within the period prescribed under the Companies
Act, 2013 along with their rules, Secretarial Standard and the SEB1 (L0DR) Regulations,
2015. The details of the Board meetings held during the year along with the attendance of
the respective directors are set out in the Corporate Governance Report forming part of
this annual report.
12. Committees of the Board:
The Board of Directors of the Company has duly constituted the
following committees as per the provisions of the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015:
a) Audit Committee as per section 177 of the Companies Act, 2013 and
Regulation 18 of SEBI (LODR) Regulations, 2015.
b) Stakeholder Relationship Committee as per section 178 of the
Companies Act, 2013 and Regulation 20 of SEBI (LODR) Regulations, 2015.
c) Nomination and Remuneration Committee as per section 178 of the
Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015.
d) Corporate Social Responsibility Committee as per section 175 of the
Companies Act 2013.
A detailed note on the Board and its committees is provided under the
Corporate Governance Report section in this report as Annexure A
13. Particulars of Loans, Guarantees, Security or Investments u/s 186
of the Companies Act, 2013:
Since, the company is registered as an NBFC with RBI, therefore, the
provisions of section 186 of the Companies Act, 2013 and the disclosures relating thereto
are not applicable on the company. However, the Company has made certain investments and
provided loans to certain corporates during its ordinary course of business. Details of
which can be reviewed in the Financial Statements of the company.
14. Particulars of Contracts or Arrangements with Related Parties
referred to under Section 188(1) of the Companies Act, 2013:
The company has entered into related party transactions as specified
under section 188(1) of the Companies Act, 2013 during the financial year which were in
the ordinary course of business and on an arm's length basis and were not material. Hence,
the disclosure in the Form AOC-2 is not required to be annexed with the Board Report.
However, in respect to the provisions of Regulation 23 of the SEBI (LODR) Regulations,
2015, the company has transactions for transfer of resources, which were categorized as
material related party transactions in the ordinary course of business and on an
arm’s length basis for which the company has already taken approval of its members in
the 37th Annual General Meeting held on 27th September, 2022.
Pursuant to SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120
dated 11* July, 2023, Your Board of director is again proposing to pass an Ordinary
Resolution under Regulation 23 of the SEBI (LODR) Regulations, 2015 for continuing the
transactions for transfer of resources to Related Parties in the Ordinary Course of
Business.
15. AUDITORS AND THEIR REPORTS:
a) Statutory Auditors and Statutory Audit Report:
Pursuant to the provisions of section 139 of the Companies Act, 2013,
read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time,
M/s Mahendra Badjatya & Co., Chartered Accountants, (F.R.No.001457C) were appointed as
the Auditors of the Company to hold the office from the conclusion of 36th
Annual General Meeting held on 20th September, 2022 for a period of 5 years
till the conclusion of 41st Annual General Meeting to be held in the year 2027.
The Report made by the Statutory Auditors on the Financial Statements
of the Company for the financial year ended 31st March 2024, read with the
Notes therein, are selfexplanatory and, therefore, do not call for any further explanation
or comments from the Board under section 134(3)(f) of the Companies Act, 2013. The
Auditor's Report does not contain any qualification, reservation, disclaimer or adverse
remarks.
b) Secretarial Auditor and Secretarial Audit Report:
Pursuant to the provisions of section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Board of Directors of your company had appointed M/s D.K. Jain & Co.,
Company Secretaries, Indore (FRN-I1995MP067500) to undertake the Secretarial Audit of the
company for the FY 2023-24. The Secretarial Audit Report for the F.Y. ended March 31,
2024, is annexed as Annexure E. The Secretarial Auditor's Report does not contain any
qualification, reservation, disclaimer or adverse remarks.
c) Internal Auditors & Internal Audit Report:
The Board had appointed M/s. VSK & Company (Firm Registration
Number: 000837C, Practicing Chartered Accountants as Internal Auditor of the Company for
the Financial
Year 2023-24. The Internal Auditor reports their findings to the Audit
Committee of the Board. The audit function maintains its independence and objectivity
while carrying out assignments. It evaluates on a continuous basis, the adequacy and
effectiveness of internal control mechanism with interaction of KMP and functional staff.
The company has taken stringent measures to control the quality of disbursement of loans
and its recovery to prevent fraud. The company has also taken steps to check the
performance of the functional employees of the company at branch level.
d) Cost Audit and Records:
Since the company is not carrying any manufacturing activities except
generation of power from the windmill. However, it is not required to maintain cost
records as specified by the Central Government under Section 148(1) of the Companies Act,
2013 not applicable to conduct Cost Audit also.
16. The Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo:
Your company, being a Non-Banking Finance Company and also generating
power from the Windmills which has no activities involving conservation of energy.
However, your company has taken adequate measures for conservation, wherever required.
Also, being an NBFC, the company has no activities involving adoption of any specific
technology. However, your company has been in the forefront in implementing the latest
information technology and tools towards enhancing business efficiency.
There were no foreign exchange earnings and outgoing during the
Financial Year under review (Previous year Nil).
17. Details of Subsidiaries, Associate Companies and Joint Ventures:
The company does not have any subsidiary, associate company, or joint
venture within the provisions of the Companies Act, 2013 either at the beginning or at the
end of the financial year. However, the Company is an associate of foreign company namely
Agarwal Coal Corporation(s) Pte. Ltd. (Singapore) which holds 36.93% shares as the
promoter Group of the Company.
18. Statement indicating Development and Implementation of a Risk
Management Policy for the Company including Identification therein of Elements of Risk:
The Company is primarily engaged in the business of Investment and
Lending Activities and is associated with the normal business risk of the market. Any
change in the taxation policy by the Government or any policy change made by the Reserve
Bank of India may adversely affect the profitability of the Company. The Company has
adequate internal control to monitor the financial transactions and the books of accounts
are being audited by the independent auditor of the Company.
19. Directors and Key Managerial Personnel:
a) Changes in Directors and KMP during the Financial Year:
During the year, following changes took place in the Composition of
Board of Directors and KMPs of the Company: -
i. Appointment of Mr. Dhawal Bagmar (DIN: 10217380) as an Additional
Director under the category of Independent Director of the Company w.e.f. August 1, 2023,
for a term of 5 years and the members at their meeting held on 27th
September,
2023 has confirmed his appointment as the Director under the category
of Independent Director.
ii. Cessation of Mr. Aseem Trivedi from the post of Independent
Director of the Company (upon completion of second consecutive term of 5 years) w.e.f.
March 31,
2024
None of the directors have resigned during the year under review.
b) Changes in Directors and KMP after the closure of the Financial Year
but before the approval of this Report:
i. Re-appointment of Mr. Sanjeev Sharma, (DIN: 07839822) whose present
term as Whole-time Director of the Company shall complete on March 12, 2025, and who is
recommended by the Nomination and Remuneration Committee and approved by the Board of
directors of the Company for being re-appointed for a further term w.e.f. March 13, 2025
for a period of 5 years..
ii. Appointment of Ms. Apoorva Jain (DIN: 10714927) who is recommended
by the Nomination and Remuneration Committee and approved by the Board of directors of the
Company as an Additional Woman Director (in the category of Women Independent Director) of
the Company w.e.f. August 1, 2024 which needs be confirmed in the ensuing Annual General
Meeting of the Company.
iii. Appointment of Mr. Pradhumn Pathak (DIN: 10697083) who is
recommended by the Nomination and Remuneration Committee and approved by the Board of
directors of the Company as an Additional Director (in the category of Independent
Director) of the Company w.e.f. August 1, 2024 which needs to be confirmed in the ensuing
Annual General Meeting of the Company.
iv. Resignation of Ms. Priyanka Jha (DIN: 07347415) (Woman Independent
Director) from Directorship of the company w.e.f. closure of business hours of August 1,
2024.
v. Resignation of Mr. Sahive Alam Khan (DIN:09179685) (Independent
Director) from Directorship of the company w.e.f. closure of business hours of August 1,
2024.
c) Independent Directors:
Pursuant to the provision of the Companies Act, 2013, company had 3
(Three)
Independent Directors as at 31st March, 2024 including 1
(One) Woman Director which
are as follows:
1) Mr. Dhawal Bagmar (DIN: 10217380)
2) Ms. Priyanka Jha (Woman Independent Director) (DIN: 07347415)
3) Mr. Sahive Alam Khan (DIN; 09179685)
d) Statement on Declaration by Independent Directors under section
149(6) of the Companies Act, 2013:
The Company has received necessary declaration from all the Independent
Directors as required under section 149(6) of the Companies Act, 2013 confirming that they
meet the criteria of Independence as per the Companies Act, 2013 and Regulation 16(l)(b)
of SEBI (LODR) Regulation, 2015. In the Opinion of the Board, all the independent
directors fulfill the criteria of independence with regard to integrity, expertise and
experience (including the proficiency) as required under the Companies Act, 2013 and the
SEBI (LODR) Regulations, 2015 as amended from time
to time. All the Independent Directors are also registered with the
databank maintained by the IICA as per the requirement of the Companies Act, 2013.
e) Opinion of the Board with regard to integrity, expertise and
experience including the proficiency of the Independent Directors appointed during the
year:
During the period under review, the company has appointed Mr. Dhawal
Bagmar (DIN: 10217380) as an Independent Director. Mr. Dhawal Bagmar is a Practicing
Chartered Accountant by Profession and having an experience in the field of Audit,
Taxation and Financing and the Board is of the view that he is a person of integrity,
expertise, and proficiency to serve the Company as independent directors strengthening the
overall composition of the Board.
f) Directors seeking confirmation/re-appointment in the ensuing General
Meeting:
i. Ms. Apoorva jain (DIN: 10714927) who was appointed as Additional
Woman Director (in the category of Independent Director) of the Company w.e.f. August 1,
2024, seeks confirmation for her appointment as an Independent Director of the Company for
a First term of 5 (Five) consecutive years w.e.f. August 1, 2024 and shall not be liable
to retire by rotation.
ii. Mr. Pradhumn Pathak (DIN: 10697083) who was appointed as Additional
Director (in the category of Independent Director) of the Company w.e.f. August 1, 2024,
seeks confirmation for his appointment as an Independent Director of the Company for a
First term of 5 (Five) consecutive years w.e.f. August 1, 2024 and shall not be liable to
retire by rotation.
iii. Mr. Sanjeev Sharma, (DIN: 07839822) whose current term as
Whole-time Director of the Company shall be completed on March 12, 2025, and who is
recommended by the Nomination and Remuneration Committee and approved by the Board of
Directors of the Company for being re-appointed for a further period w.e.f. March 13, 2025
for a period of 5 years, seeks confirmation to be reappointed as Whole-time Director of
the Company for a further period.
iv. Mr. Dharmendra Agrawal (DIN: 08390936), who is liable to retire by
rotation in the ensuing General Meeting, seeks re-appointment as Whole-time Director of
the Company.
Brief profile of all the directors proposed to be re-appointed at the
ensuing annual
general meeting has been provided in the notice of the Annual General
Meeting.
20. Significant/ Material orders passed by the Regulator or Court or
Tribunals:
There were no significant/material orders passed by any regulator or
court or tribunal which would impact the going concern status of the company and its
future operations.
21. Material Changes and Commitments, if any, affecting the Financial
Position of the Company which have Occurred between the End of the Financial Year of the
Company to which the Financial Statements Relate and the Date of the Report:
There have been no material changes and commitments, affecting the
financial position of the Company which had occurred between the end of the financial year
of the Company to which the financial statements relate and the date of the report.
22. Adequacy of Internal financial controls with Reference to the
Financial Statements:
Your Company has in place adequate internal control system (including
internal financial control system) commensurate with the size of its operations. The
company has an adequate internal financial control backed by sufficient qualified staff,
system software and special software's. The company has also an internal audit system by
the external agency.
23. The Details Relating to Deposits Covered under Chapter V of the
Act, 2013:
The Company is a non-deposit taking Category - B, NBFC Company
registered with the Reserve Bank of India. Therefore, provisions of section 73 to 76 of
the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 is not
applicable to the company. Further the Company has not accepted any deposit in
contravention of the provisions of the Companies Act, 2013 as well as RBI directions.
24. Non-Performing Assets and Provisions:
The company has ascertained Non-Performing Assets under Non-Banking
Financial (Non- Deposit accepting or holding) Companies Prudential norms (Reserve Bank)
Directions, 2007, as amended from time to time, and made adequate provisions there
against. The company did not recognize interest income on such Non-Performing Assets. The
Company has not written off any unrecoverable amount as bad debts during the year
(Previous year: Nil).
25. Disclosure as per terms of Paragraph 13 of "Non-Systemically
Important Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential
Norms (Reserve Bank) Directions, 2015:
The desired disclosure is enclosed herewith as per the attached
Financial Statements.
26. Compliance of RBI Guidelines:
The company continues to comply with all the requirements prescribed by
the RBI for the NBFC Companies from time to time.
27. Compliance with Secretarial Standards:
Your Company is in compliance with the Secretarial Standards specified
by the Institute of Company Secretaries of India.
28. Corporate Governance and Management Discussion and Analysis:
Regulation 34 read with Schedule V of SEBI (LODR) Regulations, 2015 and
the Companies Act, 2013, the corporate governance report, management discussion and
analysis report, certificate from Practicing Company Secretary regarding non
disqualification, debarred for being appointment or continue to be appointed and the
auditor’s certificate regarding compliance of conditions of corporate governance is
enclosed herewith as per Annexure - A.
29. Disclosure of Codes, Standards, Policies and compliances there
under:
a) Know Your Customer and Anti money laundering measure policy
Your company has a Board approved Know Your Customer and Anti Money
Laundering Measure Policy (KYC and AML Policy) in place and adheres to the said policy.
The said policy is in line with the RBI Guidelines.
The Company has also adhered to the compliance requirement in terms of
the said policy including the monitoring and reporting of cash and suspicious
transactions. No cash transactions of the value of more than Rs.10,00,000/- or any
suspicious transactions whether or not made in cash noticed by the company in terms of the
said policy.
b) Fair Practice Code:
The company has in place a Fair Practice Code (FPC], as per RBI
Regulations, which includes guidelines to the appropriate staff to conduct when dealing
with the customers and on the organizations policies vis-a-vis client protection. Your
company and its employees has duly complied with the provisions of FPC.
c) Code of Conduct for Board of Directors and the Senior Management
Personnel:
The company has adopted a code of conduct as required under Regulation
17 of SEB1 (LODR) Regulations 2015, for its members of the Board of Directors and the
senior management personnel. The code requires the directors and employees of the company
to act honestly, ethically and with integrity and in a professional and respectful manner.
The certificate of Management is attached with the Report in the Corporate Governance
section.
d) Code for Prohibition of Insider Trading Practices:
The company has in place a code for prevention of insider trading
practices in accordance with the model code of conduct, as prescribed under SEB1
(Prohibition of Insider Trading] Regulations, 2015, as amended and has duly complied with
the provisions of the said code.
e) Whistle blower policy & Vigil Mechanism:
Pursuant to the provisions of section 177(9] and (10] of the Companies
Act, 2013 read with rule 7 of Companies (Meeting of Boards and its Powers] Rules, 2014 and
Regulation 22 of SEBI (LODR] Regulations, 2015, the company had adopted a whistle blower
policy which provides for a vigil mechanism that encourages and supports its directors and
employees to report instances of unethical behavior, actual or suspected, fraud or
violation of the company's code of conduct policy. It also provides for adequate
safeguards against victimization of persons who use this mechanism and direct access to
the chairman of audit committee in exceptional cases. Policy of the Whistle Blower of the
Company has been given at the website of the company at
http://www.adinanumfinance.com/Whisle%20Blower%20Policy.pdf and attached the same as
Annexure B to this report.
f) Prevention, Prohibition and Redressal of Sexual Harassment of women
at workplace:
The company has in place a policy on prevention, prohibition and
redresses of sexual harassment of women at workplace under the Sexual Harassment of Women
at the Workplace (Prevention, Prohibition & Redressal] Act, 2013.
The primary objective of the said policy is to protect the women
employees from sexual harassment at the place of work and provides for punishment in case
of false and malicious representations. The Company has also in place an Internal
Complaints
Committee (ICC) under the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013 for dealing with complaints relating
to sexual harassment at workplace. For the status of compliant, please refer the following
table:
| No. of Complaints pending as on 01/04/2023 |
No. of Complaints received
during 2023-24 |
No. of Complaints resolved
during 2023-24 |
No. of Complaints pending as on
31/03/2024 |
| 0 |
0 |
0 |
0 |
g) Nomination, Remuneration and Evaluation Policy (NRE Policy):
The Board has, on the recommendation of the nomination and remuneration
committee framed a Nomination, Remuneration and Evaluation Policy which lays down the
criteria for identifying the persons who are qualified to be appointed as directors and,
or senior management personnel of the company, along with the criteria for determination
of remuneration of directors, KMP’s and other employees and their evaluation and
includes other matters, as prescribed under the provisions of section 178 of Companies
Act, 2013 and Regulation 19 of SEBI (LODR) Regulations 2015. Policy of the Company has
been given at the website of the Company at http://www.admanumfinance.com/
Nominatin%20&%20Remunaration%20Policy.pdf . The details of the same are also covered
in the Corporate Governance Report forming part of this Annual Report.
h) Related Party Transactions Policy:
Transactions entered with related parties as defined under section
188(1) of the Companies Act, 2013 during the financial year were in the ordinary course of
business and are not material.
The related party transaction policy as formulated by the company
defines the materiality of related party and lays down the procedures of dealing with
related party transactions. The details of the same are posted on the Company website.
f
http://www.admanumfinance.com/Related%20Partv%20Transaction%20Policy.pdn.
i) Policy of company for the appointment of Directors and their
remuneration:
Policy of company for the appointment of Directors and their
remuneration is hosted on the website (www.admanumfmance.com) of the company as per the
requirement of the section 178 of the Company Act, 2013.
30. The Details about the Policy Developed and Implemented by the
Company on CSR (Corporate Social Responsibility) Initiatives taken during the Year:
During the financial year ended 31st March 2024, the Company
has incurred net CSR expenditure of ^ 10,20,794 (Rupees Ten lacs Twenty Thousand Seven
Hundred Ninety Four) towards CSR Activities as against obligation of K 7,95,950.78 /-
(Rupees Seven Lakh Ninety Five Thousand Nine Hundred and Fifty and Seventy Eight Paisa
Only) Lakh pursuant to the provisions of Section 135(5) of the Companies Act, 2013 read
with the Companies (Corporate Social Responsibility Policy) Rules, 2014.
Further, the Company has spent an excess amount of ^ 2,24,843.22/-
(Rupees Two Lac Twenty Four Thousand Eight Hundred Forty Three and Twenty Two Paisa Only)
under the CSR activities during the period under review.
The CSR (Corporate Social Responsibility) policy of the Company can be
accessed on the website of the company at following link:
http://www.admanumfinance.com/CSR%20Policv.pdf
The Annual report on the CSR activities undertaken during the financial
year ended 31st March 2024 in accordance with provisions of section 135 of the
Companies Act 2013 read with rule 8 of companies (corporate social responsibility policy
Rules 2014 is enclosed herewith as per "Annexure -F'
31. Statement indicating the Manner in which Formal Annual Evaluation
has been made by the Board of its Performance and that of its Committees and Individual
Directors:
The Performance evaluation was conducted for evaluation of the Board,
Chairman of the Board and Committees, Executive Directors and Independent Directors of the
Company for the financial year 2023-24 as per provisions of the Companies Act, 2013 and
requirements of SEBI (LODR) Regulations, 2015.
The Nomination and Remuneration Committee has devised criteria for
evaluation of the performance of the Board, its committees, and Directors including
Independent Directors which inter-alia includes attendance of Directors at Board and
committee meetings, acquaintance with business, communicating inter se board members,
effective participation, domain knowledge, compliance which code of conduct, vision, and
strategy. The Board, on the recommendation of the Nomination and Remuneration Committee
carried out an annual performance evaluation of the Board, Committees, and Individual
Directors.
The report on performance evaluation of the Individuals Directors was
reviewed by the Chairman of the Board and feedback was given to Directors.
Pursuant to the provisions of the Companies Act, 2013 read along with
their rules and Regulation 25(4) of SEBI (LODR) Regulations 2015, an Annual Performance
evaluation of the Board, the directors individually as well as the evaluation of the
working of the board committees including audit committee and other committees of the
Board of Directors of the company was carried out during the year and is covered under the
Corporate Governance Report forming part of this annual report.
32. Particulars of Employees:
The ratio of the remuneration of each director to the median
employee’s remuneration and other details in terms of u/s 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are forming part of this report and is annexed as per Annexure -C.
The Company is having only 7 (Seven) employees on 31st
March, 2024 and the particulars thereof in terms of remuneration drawn as per rule 5(2)
read with rule 5(3) of Companies (Appointment and remuneration of Managerial Personnel)
Rules, 2014 as amended, is annexed with the report as Annexure- D.
There are certain employees in the company who were in receipt of
remuneration in excess of that drawn by one of the whole-time directors. However, the said
employee along with her spouse and dependent children is not holding more than 2% of the
Equity shares of the company. Therefore, the disclosure under rule 5 of
Companies (Appointment and remuneration of Managerial Personnel) Rule, 2014 is not
required. Further, there is no employee drawing remuneration of Rs. 8.50 Lakhs per month
or Rs. 102.00 Lakhs per year, therefore, the disclosure of particulars of employees as
required u/s 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not
applicable to the Company.
33. Details in Respect of Fraud Reported by Auditor's under Section
143(12) of the Companies Act, 2013 other than those which are Reportable to the Central
Government:
During the year under review, Statutory Auditors have not reported, any
instances of fraud committed against your Company by its officers and employees to the
Board, details of which would need to be mentioned in the Board’s Report under
section 143(12) of the Companies Act, 2013.
34. Provision of voting by electronic means:
Your Company is providing E-voting facility under section 108 of the
Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration)
Amendment Rules, 2015. The ensuing AGM will be conducted through Video Conferencing/OVAM,
and no physical meeting will be held, and your company has made necessary arrangements
with CDSL to provide facility for remote e-voting and e-voting at AGM. The details
regarding e-voting facility are provided with the notice of the Meeting.
35. Details of Application or Proceeding pending under the Insolvency
and Bankruptcy Code, 2016 (31 of 2016) during the financial year along with their Status
as at end of Financial Year:
A. Details of application filed against the Company during the
financial year under review:
The Board confirm that neither any application is filed nor proceeding
is pending against the company under section 7, 9 or 10 of the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year under review.
B. Details of application filed by the Company against the Corporate
Debtors during the financial year under review:
The Board confirm that neither any application is filed by the Company
nor proceeding is pending in the matter of application is filed by the Company u/s 7 of
the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.
36. General Disclosure:
Your directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these matters or were not
applicable to the Company during the year under review:
a. The Company has not issued shares (including sweat equity shares) to
employees of the Company under any scheme;
b. Your Company has neither announced any Corporate Action (buy back of
securities, payment of dividend declared, mergers and de-mergers, split and issue of any
securities) nor failed to implement or complete the Corporate Action within prescribed
timelines.
c. There were no voting rights exercised by any employee of the Company
pursuant to section 67(3) read with the Rule 16 of the Companies (Share Capital and
Debenture) Rules, 2014.
d. There was no instance of one-time settlement with any Bank or
Financial Institution.
e. There is no requirement to conduct the valuation by the bank and no
valuation done at the time of one-time Settlement during the period under review;
f. There were no revisions in the Financial Statement and Board’s
Report.
g. The company has not given any commission to WTD during the period
under review.
37. Acknowledgements:
Your directors express their deep sense of gratitude to the banks,
stakeholders, business associates, Central and State Governments for their co-operation
and support and look forward to their continued support in future.
