Dear Members,
Your Directors' have pleasure in presenting their 32nd Annual Report along with the
Audited Financial Statements, for the financial year ended March 31st, 2023.
Financial Results
The financial performance of the Company for the year ended March 31st, 2023
is summarized below:
Particulars |
Financial Year 2022-23 |
Financial Year 2021-22 |
Total Income |
25,304.18 |
29,565.96 |
Total Expenses |
15,018.79 |
12,650.34 |
Gross Profit (+) Loss (-) After Interest But Before Depreciation &
Taxation |
14,263.23 |
18,185,278 |
Depreciation |
3,977.84 |
1,269.65 |
Profit Before Income Tax After Depreciation |
10,285.39 |
16,915.63 |
Taxes |
2,551.18 |
3,739.16 |
Net Profit after Tax |
7,734.21 |
13,176.46 |
Performance
Your Company has earned a Net Profit of Rs. 7,734,210/- for the year under review as
against a Net Profit of Rs. 13,176,461/- for the previous financial year.
Deposits
The Company has not accepted any deposits falling within the ambit of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the
Financial Year under review or any preceding financial years.
Dividend & Reserves
The Directors did not recommend any dividend for the Financial Year ended 31st
March, 2023.
During the year under review, no transfers were made to General Reserves except Profit
for year. However Rs.1,547,000/- transferred to Special Reserve Account as per NBFC
Regulations.
Transfer of Unclaimed Dividend to Investor Education and Protection Fund
During the year under review, your Company was not required to transfer any amount to
Investor Education and Protection Fund. Change in the Nature of Business
During the year under review, there was no change in the nature of the business of the
Company.
Subsidiary/Joint Ventures and Associates
Your Company has no joint ventures, subsidiaries, associates.
Industrial Relations
Your Company has always considered its workforce as its valuable asset and continues to
invest in their excellence and development programs. The Company has taken several
initiatives for enhancing employee engagement and satisfaction.
Statutory Auditor
M/s. J K Shah & Co., Chartered Accountants, (FRN: 109606W) who are the Statutory
Auditor of the Company; hold the office until the conclusion of the 33rd Annual
General Meeting.
Statutory Auditors' Report
The Statements made by the Auditors in their report are self-explanatory and doesn't
require any comments by the Board of Directors. The Report does not contain any
qualification, reservation or adverse remarks.
Cost Auditors' Report
In terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules,
2014 and any amendment thereto, Cost Audit is not applicable to the Company.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules made
there under the Company has appointed M/s. Kushla Rawat & Associates, Company
Secretary in Practice (C.P. No 12566) to undertake the Secretarial Audit of the Company
for the F.Y. 2022-2023.
The Secretarial Audit Report is included as "Annexure A" and forms an
integral part of this report. The observation contained in the audit report is
self-explanatory and does not call for any further comments.
Share Capital
During the year under review there is no change in the Share Capital of the Company.
During the year under review your Company has not issued:
A) Equity Shares with Differential Rights
B) Sweat Equity Shares
C) Employee Stock Options
Extract of Annual Return
The details forming the part of the extract of the Annual Return in Form MGT 9, as
required under Section 92 of the Companies Act 2013, is available on the website of the
Company www.anupamfinserv.com.
Conservation of Energy and Technology Absorption
The information relating to conservation of energy and technology absorption by the
Companies:
(A) Conservation of Energy
i. The steps taken or impact on conservation of energy: As the Company is not engaged
in any manufacturing activity the conservation of energy is relatively low.
ii. the steps taken by the company for utilizing alternates source of energy: NIL
iii. the Capital Investment on energy conservation equipment's: NIL
(B) Technology Absorption
i. the efforts made towards technology absorption: NIL
ii. the benefits derived like product improvement, cost reduction, product development
or import substitution: NIL
iii. in case of imported technology (imported during last three years reckoned from
beginning of financial year)
(a) Details of technology imported: NIL
(b) Year of Import: NIL
(c) Whether technology has been fully absorbed: NIL
(d) If not fully absorbed, areas where absorption has not taken place and the reasons
thereof: NIL
iv. The expenditure incurred on Research and Development: NIL
Foreign Exchange Earning and Outgo
During the year under review there were no earnings in foreign exchange and there was
no foreign exchange out go.
Corporate Social Responsibility
The provisions of the Companies Act, 2013, relating to CSR expenditure are not
applicable to the Company.
Directors and Key Managerial Personnel
A) Changes in Directors
During the year under review, there has been no change in the Directors of the Company.
B) Changes in Key Managerial Personnel
During the year under review, there has been no change in the KMP of the Company.
C) Declaration by Independent Directors:
The Company has received necessary declaration from the Independent Directors under
Section 149(7) of the Companies Act 2013 that they meet the criteria for Independence as
laid down under Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
D) Board Evaluation :
Pursuant to the provisions of the Companies Act, 2013, for the purpose of evaluating
the performance of the Board as a whole, a structured questionnaire was prepared covering
various aspects of the Board's functioning, composition of the Board and its committee,
execution and performance of specific duties, obligations and the same was circulated
amongst the Board of Directors for their feedback. The Board of Directors expressed their
satisfaction with the evaluation process.
Further, in compliance with Regulation 25(4) of SEBI (LODR) Regulations, Independent
Directors also evaluated the performance of Non Independent Directors at a separate
meeting of the Independent Directors.
Number of Meetings of Board of Directors
During the year Board duly met 5 (Five) Times. The details of the number of meetings of
the Board held during the Financial Year 2022-2023 along with attendance of directors,
forms a part of the Corporate Governance Report. The intervening gap between the meetings
was within the period prescribed under the provisions of Section 173 of the Act and SEBI
(LODR) Regulations.
Audit Committee
The composition of the Audit Committee and the number of Audit Committee meetings held
during the Financial Year 20222023 forms a part of the Corporate Governance Report.
Vigil Mechanism for Directors and Employees
The Company has a Vigil Mechanism policy to report genuine concerns or grievances. The
details form a part of the Corporate Governance Report.
Nomination and Remuneration Committee
The company has policies framed for remuneration and appointment of Directors, Key
managerial personnel and senior management of the company. The composition of Committee
and details of policy forms a part of the Corporate Governance Report.
Particulars of Loans, Guarantees or Investments u/s 186 of the Companies Act 2013
The Company has not given any guarantee or security in connection with any loan to any
other body corporate or person in contravention of section 186 of the Companies Act 2013.
Details of Loans and Investments made by the Company as on 31st March 2023,
forms the part of Notes to accounts.
Related Party Transaction
The transactions entered into by the Company with Related Parties are at Arm's Length
Price and in ordinary course of business. Particulars of transactions entered into with
related party are included as "Annexure B" in form AOC - 2.
Policy on Director's Appointment and Remuneration
The Board Governance, Nomination & Remuneration Committee has framed a policy for
selection and appointment of Directors including determining qualifications and
independence of a Director, Key Managerial Personnel (KMP), senior management personnel
and their remuneration as part of its charter and other matters provided under Section
178(3) of the Companies Act, 2013. Pursuant to Section 134(3) of the Companies Act, 2013,
the nomination and remuneration policy of the Company which lays down the criteria for
determining qualifications, competencies, positive attributes and independence for
appointment of Directors and policies of the Company relating to remuneration of
Directors, KMP and other employees is available on the Company's website
www.anupamfinserv.com. We affirm that the remuneration, if any paid to Directors is in
accordance with the remuneration policy of the Company.
Corporate Governance
As per Regulation 27 of SEBI (Listing Obligations and Disclosures Requirements)
Regulation, 2015, a separate section on corporate governance practices followed by the
Company, together with a certificate from the Company's Statutory Auditor's confirming
compliances, forms an integral part of this Report.
Listing
The Equity Shares of the Company are listed on the nationwide trading terminals of BSE
Ltd.
Risk Management Policy
The Company has a robust Risk Management framework to identify, evaluate business risks
and opportunities. The framework helps in identifying risks, exposure and potential impact
analysis for the Company level. The details form a part of the Corporate Governance
Report.
Remuneration of Directors, Key Managerial Personnel and Particulars of Employees
The information required to be disclosed in the Board's Report pursuant to Section 197
of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is attached to this report as Annexure C.
Directors' Responsibility Statement
To the best of knowledge and belief and according to the information and explanations
obtained by them, your Directors make the following statements in terms of Section
134(3)(c) read with Section 134(5) of the Companies Act 2013:
. That in preparation of the Annual Accounts for the year ended 31st March
2023, the applicable accounting standards have been followed along with the proper
explanation relating to material departures, if any;
. That the Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at March 31, 2023 and
of the profit of the company for the year ended on that date;
3. That the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities.
4. That the Directors have prepared the annual accounts on a going concern basis.
5. That 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;
6. That the directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34(2)(e) of SEBI (LODR) Regulations, is attached with this report.
Significant and material orders passed by the regulators or courts
During the year under review, no significant and material orders passed by any
regulator or court or tribunal, which may impact the going concern status of the Company
and its operations in future.
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013
The Company is in compliance with the regulations of the Act. The Company has a Policy
in place for the same. No case was filed under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
Cautionary Statement
Statements in the Board's Report and the Management Discussion & Analysis
describing the Company's objectives, expectations or forecasts maybe forward looking
within the meaning of applicable laws and regulations. Actual results may differ
materially from those expressed in the statements.
General
Your Directors confirm that no disclosure or reporting is required in respect of the
following items as there was no transaction on these items during the year under review:
1. The Executive and Whole Time Directors of the Company have not received any
remuneration or commission from the Company.
2. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future.
3. The Company is in regular compliance of the applicable provisions of Secretarial
Standards issued by the Institute of Company Secretaries of India.
4. In terms of Corporate Insolvency Resolution Process under the Insolvency and
Bankruptcy Code, 2016 (IBC), no application is filed for corporate insolvency resolution
process, by a financial or operational creditor or by the company itself under the IBC
before the NCLT, hence no disclosures regarding the same required by the Board.
5. The company has not failed to complete or implement any corporate action within the
specified time limit, hence no disclosures regarding the same required by the Board.
6. No frauds have been reported by auditors hence no disclosures are required under the
provisions of Section 143 of the Companies Act 2013 and the rules made thereunder.
Acknowledgements
The Board of Directors of the Company acknowledges the continued the support and
co-operation extended by the Statutory Authorities, Government Authorities, Bankers, Stock
Exchange, Stake holders and employees of the Company.
By Order of the Board of Directors For ANUPAM FINSERV LIMITED |
|
SD/- |
SD/- |
Nirmala Gala |
Pravin Gala |
Managing Director |
Whole Time Director |
DIN:00894497 |
DIN:00786492 |
Mumbai, 30th May, 2023 |
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