Dear Members,
The Board of Directors present herein the 35th Annual Report of the Company
together with the Audited Accounts for the year ended 31st March 2025.
FINANCIAL SUMMARY
The Financial results for the year ended 31st March 2025 are briefly as
follows:
Rs.in Lakhs
Particulars |
For the year Ended 31.03.2025 |
For the year Ended 31.03.2024 |
| Income through Travel Operations, Finance Services and others |
142.43 |
79.28 |
| Expenditure (Employee & Administrative Expenses) |
46.32 |
98.07 |
| Profit / (Loss) |
96.08 |
(18.79) |
| Depreciation |
9.92 |
9.92 |
| Interest & Bank Charges |
1.62 |
1.69 |
| Profit/(Loss) after depreciation & Interest |
84.54 |
(30.40) |
| Provision for Income Tax |
|
|
| Current |
17.85 |
|
| Deferred |
17.10 |
|
| Profit/(Loss) after Tax |
83.79 |
(30.40) |
| Surplus brought forward |
|
|
| Profit available for appropriation |
448.64 |
363.39 |
| APPROPRIATIONS |
|
|
| Transfer to Statutory Reserves |
|
|
| Proposed Dividend |
|
|
| Dividend Distribution Tax |
|
|
| Net Surplus carried over |
448.64 |
363.39 |
PERFORMANCE
The total revenue was Rs. 142.43 lakhs as against Rs.79.28 lakhs in the previous year.
The income for this year consists mainly of interest on loans and vehicles on lease.
Besides interest, the Company also received a sum of Rs. 50.28 lakhs as lease charges for
the vehicles given on lease. The profit comes to Rs. 83.79 lakhs as against the loss of
Rs.30.40 lakhs in the previous year.
OUTLOOK
Your company is also exploring the possibility of increasing its resources by
additional capital or borrowings though it has not been able to does during 202425. In
addition, your Company proposes to increase its financial services activities in the
coming years.
RESERVES
Your Board Directors has not recommended transferring any amount to General Reserve
Account during the year.
DIVIDEND & DIVIDEND DISTRIBUTION POLICY:
During the year under review to conserve the cash, your Board of Directors has not
recommended any dividend. The Board has decided to retain all earnings for the current
period and such retained earnings will be used to fund future investments and support the
company's continued growth.
Pursuant to Regulation 43A of LODR Regulation 2015, the regulations related to Dividend
Distribution Policy are not applicable to the Company.
SHARE CAPITAL
There is no change in the Share Capital of the Company either the Authorized Capital or
the issued Capital. The Paidup equity capital as on March 31, 2025 continues to remain at
Rs.4,99,44,000.00. During the year under review, the company has not issued shares with
differential voting rights nor granted stock options or sweat equity or bonus shares. The
Company has not bought back any of its securities during the year under review.
ANNUALRETURN
The Form MGT 7 for the year 202425 shall be filed with Registrar of Companies within
the prescribed time after the date of 35th Annual General Meeting (AGM) of your
Company. This also available in web address of the Company i.e., www.dharanifinance.com .
BOARD MEETINGS
1. Board presently consists six directors including one Woman Director.
2. During the year 202425 FOUR Board Meetings were held on 17.05.2024,
09.08.2024, 11.11.2024 and 11.02.2025. Attendance at these meeting is given below.
Name of the Director |
Category of Directorship |
No of Board Meetings Attended |
Dr Palani Gounder Periasamy (DIN 00081002) |
Chairman (NonExecutive) Promoter |
4 |
Mrs Visalakshi Periasamy (DIN 00064517) |
NonExecutive Promoter |
3 |
Mr K Kandasamy (DIN 00277906) |
NonExecutive Promoter |
4 |
Mr Palaniappan Rajamanickam Shampath, IAS (Retd) (DIN10461017)
Appointed w.e.f. 09.08.2024 |
Independent Director |
2 |
Mr Perianna Gounder Muthusamy, IRS (Retd) (DIN09048245) Appointed
w.e.f.09.08.2024 |
Independent Director |
2 |
Mr Murugavel Ramasamy, (DIN10693633) Appointed w.e.f.09.08.2024 |
Managing Director |
2 |
Mr M Ganapathy (DIN00234337) Tenure completed on 24.09.2024 |
Independent Director |
2 |
Dr S Muthu (DIN03331664) Tenure completed on 24.09.2024 |
Independent Director |
2 |
NOMINATION AND REMUNERATION COMMITTEE
As required by Section 178 of the Companies Act, 2013 a Nomination & Remuneration
Committee has been set up.
Mr Perianna Gounder Muthusamy, IRS (Retd), Mr Palaniappan Rajamanickam Shampath, IAS
(Retd) and Mrs Visalakshi Periasamy.
Mr Perianna Gounder Muthusamy, IRS (Retd) is the Chairman of the Committee.
The Committee has formulated appropriate criteria for appointment of Directors and
their remuneration.
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The Remuneration Policy is available in Website. Two Meetings are held
during 202425. The Committee met on 17.05.2024 and 09.08.2024.
AUDIT COMMITTEE
A qualified Audit Committee is in position consisting of the following directors.
Mr Perianna Gounder Muthusamy, IRS (Retd), Mr Palaniappan Rajamanickam Shampath, IAS
(Retd) and Mr Murugavel Ramasamy. Mr Perianna Gounder Muthusamy, IRS (Retd) is the
Chairman of the Committee.
The Audit Committee met 4 times on 17.05.2024, 09.08.2024, 11.11.2024 and 11.02.2025.
There was no instance where the recommendation of the Audit Committee was not accepted by
the Board.
Name of the Director |
Category of Directorship |
No of Meetings Attended |
| Mrs Visalakshi Periasamy |
Non Executive Promoter |
2 |
| Mr Palaniappan Rajamanickam Shampath, IAS (Retd) |
Independent Director |
|
| Mr Perianna Gounder Muthusamy, IRS (Retd) |
Independent Director |
|
| Mr M Ganapathy |
Independent Director |
2 |
| Dr S Muthu |
Independent Director |
2 |
STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholders' Relationship Committee is in position to specifically look into
shareholder's / investors complaints, on transfer of shares, non receipt of balance sheet,
non receipt of declared dividend etc., and also the action taken by the Company on those
matters. The Committee met on 17.05.2024.
Name of the Director |
Category of Directorship |
No of Meetings Attended |
Mr K Kandasamy |
NonExecutive Promoter |
2 |
Mr Palaniappan Rajamanickam Shampath, IAS (Retd) |
Independent Director |
2 |
Mr Perianna Gounder Muthusamy, IRS (Retd) |
Independent Director |
2 |
Mr Murugavel Ramasamy, |
Managing Director |
2 |
Mr M Ganapathy |
Independent Director |
2 |
Dr S Muthu |
Independent Director |
2 |
The Members of the Stakeholders Relations Committee are Mr Palaniappan Rajamanickam
Shampath, IAS (Retd) (Chairman) and Mr Murugavel Ramasamy, Managing Director.
Name of the Director |
Category of Directorship |
No of Meetings Attended |
| Mr Palaniappan Rajamanickam Shampath, IAS (Retd) |
Independent Director |
|
| Mr Murugavel Ramasamy, |
Managing Director |
|
| Dr S Muthu |
Independent Director |
1 |
| Mr K Kandasamy |
NonExecutive Promoter |
1 |
From 01.04.2019 transfer of shares can be only in demat form and Shareholders have been
advised.
MANAGEMENT COMMITTEE
No Management Committee meeting was conducted during this period.
POLICY ON APPOINTMENT OF DIRECTORS AND REMUNERATION
The Company's policy on Directors, Senior Management appointment and remuneration and
other matters provided in Section 178 (3) of the Companies Act, 2013, is available on the
website of the Company at www.dharanifinance.com
the year under review, confirming that they continue to meet with the criteria of
Independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation
25 & 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and amendments made under thereto. The Independent Directors have also confirmed that they
are not on the Board more than three NBFCs (Base Layer, Middle Layer or Upper Layer) at
the same time in line with RBI Scale Based Regulations.
LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to
state that:
I) In the preparation of the annual accounts, the applicable accounting standards have
been followed.
ii) The directors have selected such accounting policies and applied them consistently
and made judgments 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 or loss of the Company for the year under review.
iii) The directors have 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.
iv) The directors have prepared the annual accounts on a going concern basis.
v) 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.
vi) The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such system was adequate and operating effectively.
The new accounting standards, viz., Ind AS has become applicable to your Company with
effect from the year 201920.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors on the board
of the Company for
The details of the Loans, Guarantees or Investments made under Section 186 of the
Companies Act, 2013 by the Company, to other Body Corporate or persons are given in notes
to the Financial Statements.
CONTRACTS, ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE
COMPANIES ACT, 2013.
All related party transactions that were entered into during the financial year were in
the ordinary course of business and were on arm's length basis. The statement in form AOC
2 is attached as Annexure I. There are no materially significant related party
transactions entered into by the Company with Promoters, Key Managerial Personnel or other
designated persons which may have potential conflict with the interest of the Company at
large.
STATUTORY AUDITORS
Pursuant to the provisions of Sections 139 and 141 of the Companies Act, 2013, Mr N
Srivatsan, Chartered Accountants, Chennai (Registration No.014921S) were appointed as
Statutory Auditors for a period of 5 years in the Annual General Meeting held on 29th
December 2022 to hold office until the conclusion of the 37th Annual
General Meeting of the Company.
AUDITOR'S REPORT
The observations made in the Auditors' Report read together with relevant notes thereon
are selfexplanatory and do not call for any further comments under Section 134(3) f of the
Companies Act, 2013. Statement on impact of Audit Qualification is given below
The following qualification was mentioned in the Audit Report as of 31st
March 2025 by the Statutory Auditors.
Statement on impact of Audit Qualifications (for Audit
Report with modified opinion submitted) along with Audited Financial Results (Standalone
and consolidated separately) |
Statement on impact of Audit Qualifications for the
Audited Financial Results for the year ended 31st March 2025 |
(See Regulation 33/52 of the SEBI (LODR) (Amendment)
Regulation, 2016) |
Sl.No |
Particulars |
Audited Figures (as reported before adjusting for qualifications) |
Audited Figures (as reported after adjusting for qualifications) |
|
|
|
(Rs. lakhs) |
I |
a |
Turnover/ Total Income |
142.43 |
142.43 |
|
b |
Total Expenditure |
57.89 |
57.89 |
|
c |
Net Profit/ (Loss) |
84.54 |
84.54 |
|
d |
Earnings Per share |
1.68 |
1.68 |
|
e |
Total Assets |
1018.78 |
1018.78 |
|
f |
Total Liabilities |
70.43 |
70.43 |
|
g_ |
Net Worth |
948.35 |
948.35 |
|
h |
Any other financial item(s) as felt appropriate by the Management) |
|
|
II |
Audit Qualification (each audit qualification /
Disclaimer of Opinion/ Adverse Qualification |
|
a |
Details of Audit Qualifications. |
Recovery of amount due from major customer aggregating to
INR.272.00 lakhs, which is considered doubtful due to uncertainty in the receipt of fun
ds. |
|
b |
Type of Audit Qualifications: Qualified Opinion / Disclaimer of Opinion
/ Adverse Opinion |
Qualified Opinion |
|
c |
Frequency of Qualifications: Whether appeared first time/ repetitive /
since how long continu i ng |
8th time, Since 31st March 2020. |
|
d |
for Audit Qualification(s) where the impact is quantified by the
auditor, Management's views: |
Not Quantified |
|
e |
for Audit Qualification(s) where the impact is not
quantified by the auditor: |
|
|
I. Management's estimation on the impact of audit qualification. |
The Management is of the opinion that based on the
discussion with the customer that the full repayment of the outstanding receivable from
the said Customer is expected to be received. |
|
|
ii. Management's is unable to estimate the impact, reasons for the same: |
NA |
|
|
iii. Auditor's comments on (i) or (ii) above; |
Statement relating to given InterCorporate Deposit (ICD)
of Rs. 200 Lakhs to a customer and accrued interest on loans and advances receivable on
the abovementioned loans have been carried at outstanding values of Rs.272 Lakhs. The
Management is of the opinion on full repayment of the outstanding receivable from the said
Customer. Due to uncertainty on the receipt of funds from the customer till the date of
issue of this report, the impact of the above in case provision of outstanding values
shall affect the net owned funds of the Company. |
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amended Regulation
24A of the SEBI Listing Regulations, the Board has, based on the recommendation of Audit
Committee, approved appointment of M/s. Damodaran & Associates LLP, Practicing Company
Secretaries, Chennai, a peer reviewed firm of proposed to be appointed as Secretarial
Auditors of the Company for a period of five years i.e., from April 1,2025 to March 31,
2030, subject to approval of the Shareholders of the Company at the 35th AGM of the
Company.
M/s. M Damodaran & Associates LLP, Chennai (Mem.No.5837 and COP.No.5081) Practising
Company Secretaries are the Secretarial Auditors of the Company for the year 202425 the
report received from Ms.
Kalaiyarasi Janakiraman, Partner, M/s. M Damodaran & Associates LLP is attached
with this report in Form No. MR3 under Annexure II. For the current financial year,
we have not received any qualification, reservation or adverse remark or disclaimer in the
Audit Report.
INTERNAL AUDITOR
Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies
(Accounts) Rules, 2014 and all other applicable provisions (including any amendment
thereof) if any of the Companies Act, 2013, M/s. R Balachandran & Co., Chartered
Accountants, (Firm Registration No. .000323S ) were appointed as the Internal Auditors of
the company for the Financial Year 202425.
COST AUDITOR AND MAINTENANCE OF COST ACCOUNTSAND RECORDS
During the year under review, provision of Section 148 of Companies Act, 2013 is not
applicable to the Company.
The Company does not fall under the category of Section 148(1) of Companies Act, 2013
and hence such disclosure and maintenance of cost accounts/ cost records is not
applicable.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the provisions of Secretarial Standard 1 (Board Meetings)
and 2 (General Meetings) issued by the Institute of Company Secretaries of India (ICSI)
were adhered to while conducting the respective Meetings.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments, affecting the financial position of the
Company which have occurred between the end of the financial year of the Company to which
the financial statements relate and the date of the report.
FOREIGN EXCHANGE EARNINGS AND OUTGO, CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
A. During the year there were no Foreign Exchange Earnings & Outflow.
B. Conservation of Energy & Technology absorption.
These guidelines are not applicable to this Company.
PARTICULARS OF EMPLOYEES
In accordance with the provisions of Section197 (12) of the Companies Act,2013, read
with Rules 5(1),5(2) and 5(3), of the Companies (Appointment and Remuneration of
Managerial personnel) Rules, 2014, the name and other particulars of employees are to be
set out in the “Annexure III' forming part of the Annual Report.
Your Company does not have any Subsidiary/ or any Associate Company / Joint Ventures
RISK MANAGEMENT POLICY
The Company has developed a risk management policy. Pursuant to Section 134 (3) (n) of
the Companies Act, 2013 details of the Policy are disclosed in the Company's Website.
At present the Company has not identified any element of risk which may threaten the
existence of the Company. In this context, report against heading 'Material Changes of
Commitments' given above may be referred to.
DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Directors Appointment/Reappointment
Dr Palani Gounder Periasamy, (DIN No.00081002) Director of the Company retires by
rotation at the ensuing 35th Annual General Meeting (”AGM”) of the
Company and being eligible, offers himself for reappointment at the ensuing AGM.
Mrs Visalakshi Periasamy (DIN No.00064517) Director of the Company retired on rotation
in the 34th Annual General Meeting held on 26th September 2024 and
Reappointed at the same meeting with the approval of members.
Mr Palaniappan Rajamanickam Shampath (IAS) (R) (DIN: 10461017) was appointed as an
Independent Director by Board on 9th August 2024 and approved by members of the
Company in 34th Annual General Meeting held on 26th September 2024.
Mr Perianna Gounder Muthusamy (DIN: 09048245) was appointed as an Independent Director
by Board on 9th August 2024 and approved by members of the Company in 34th
Annual General Meeting held on 26th September 2024.
Mr Murugavel Ramasasmy (DIN:10693633 was appointed as a Managing Director by Board on 9th
August 2024 and approved by members of the Company in 34th Annual General
Meeting held on 26th September 2024.
Mr Kandasamy Kolanda Gounder (DIN: 00277906) ceased to be a Managing Director of the
Company at the close of the business hours on 24.06.2024, upon completion of his term of
five (5) years and he continuing as Director.
Dr Muthu Sakkarakali Gounder (DIN No.03331664), Independent Director his 2nd
term tenure was completed on 24.09.2024.
Mr Ganapathy Gounder Muthusamy (DIN No.00234337) Independent Director his 2nd
term tenure was completed on 24.09.2024.
B. Key Managerial Personnel
In terms of Section 203 of the Act, the Key Managerial Personnel ('KMPs') of the
Company during 202425 are:
Mr N Sivabalan, Chief Financial Officer
Mrs Saloni Jain, Company Secretary and Compliance Officer
During the year under review, there were no change in the KMPs of the Company.
SIGNIFICANT AND MATERIAL ORDERS
There were no significant and material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status and Company's operations in future.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE
TO THE CENTRAL GOVERNMENT
During the year under review, the Statutory Auditors of the Company have not reported
any frauds to the Audit Committee or to the Board of Directors as prescribed under Section
143(12) of the Companies Act, 2013 and rules made thereunder.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Audit function is
defined in the assignment order. To maintain its objectivity and independence, the
Internal Auditor reports to the Chairman of the Audit Committee of the Board & to the
Chairman of the Board. The Internal Audit monitors and evaluates the efficacy and adequacy
of internal control system in the Company, its compliance with operating systems,
accounting procedures and policies. Based on the report of internal auditor, management
undertakes corrective action and thereby strengthen the controls. Significant audit
observations wherever made and recommendations along with corrective actions thereon are
presented to the Audit Committee of the Board.
DEPOSITS
The Company does not hold any public deposits as on 31st March 2025. Your
Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013
and the Companies (Acceptance of Deposits) Rules, 2014.
The Company has stopped collecting public deposits and had got its License amended by
Reserve Bank of India to indicate that it is a nondeposit taking NBFC. Your Company does
not propose to collect public deposits in the coming year.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Your Company does not fall within the parameters as per Section 135 of the Companies
Act and hence not mandated to formulate a Corporate Social Responsibility Policy or spend
the prescribed amounts.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an
evaluation of its own performance, the directors individually as well as the evaluation of
the working of its Audit, Nomination & Remuneration Committees. The manner in which
the evaluation is carried out is based on criteria approved by the Board which is
available on the Company's Website.
VIGIL MECHANISM FOR DIRECTORS & EMPLOYEES
A competent Vigil mechanism has been established and a whistle blower policy has been
designed to help Directors and Employees to report genuine concerns. The complete
mechanism is given in the company's website.
CORPORATE GOVERNANCE
This requirement is not applicable to this Company at present, as per Regulation 15(2)
of the SEBI (Listing Obligations and Disclosure Requirements), as its paid up capital is
less than Rs. 10 crores and Net worth less than Rs.25 crores.
PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE
The Company has in place an AntiSexual harassment policy in line with the requirements
of Section 4 of the Sexual harassment of Women at Work Place (Prevention, Prohibition
& Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress
complaints received as sexual harassment. All employees are covered under this policy.
Details have been displayed prominently in the work place and also in the Company's
Website.
No complaints were received during the year 202425. CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day to day business operations of
the Company.
The Code has been posted on the Company's website: www.dharanifinance.com
UNCLAIMED DIVIDEND
The Provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was
no dividend declared and paid last year.
Pursuant to Section 124 & 125 of the Companies Act,2013 dividend remaining unpaid
or unclaimed for a period of 7 years were transferred to the Investor Education and
Protection Fund of the Central Government.
Shareholders may claim their unclaimed dividend for the years prior to and including
the financial year 201112 and the corresponding shares, from the IEPF Authority by
applying in the prescribed Form No. IEPF5. This form can be downloaded from the website of
the IEPF Authority www.iepf.gov.in.
OTHER DISCLOSURES
There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.
There was no instance of onetime settlement with any Bank or Financial Institution.
There has been no change in the nature of business of the Company.
Your Directors also thank the Registrar & Transfer Agent and shareholders who have
continued to repose their confidence in the Company and its management.
For and on behalf of the Board of Directors For Dharani Finance Limited
The provision of Maternity Benefit Act 1961 is not applicable to the Company for the
financial year 202425.
ACKNOWLEDGEMENTS
Your Directors place on record their appreciation of the services rendered by the Staff
and Executives of your Company.
Dr PALANI GOUNDER PERIASAMY CHAIRMAN
(DIN 00081002)
PLACE: CHENNAI DATE: 26” May 2025
