To,
The Members of
M/s. KANUNGO FINANCIERS LIMITED
Your directors have pleasure in presenting the Board's Report of your Company together
with the Audited Statement of Accounts and the Auditors' Report of your company for the
financial year ended, 31st March, 2023.
FINANCIAL HIGHLIGHTS
(Rs. In Lacs)
Particulars |
Standalone |
Particulars |
2022-2023 |
2021-2022 |
| Gross Income |
71.65 |
26.36 |
| Total Expenses |
40.83 |
365.76 |
| Net Profit/(loss) Before Tax |
30.82 |
(399.40) |
| Provision for Tax |
4.61 |
6.37 |
| Net Profit/(loss) After Tax |
26.22 |
(345.77) |
DIVIDEND
The directors are not recommending any dividend in this financial year.
INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY
Company does not have any Subsidiary, Joint venture or Associate Company.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was
no dividend declared and paid last year.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the financial position of the
Company occurred between the ends of the financial year to which these financial
statements relate on the date of this report.
ANNUAL RETURN
The copy of Annual Return is available on the website of the company as per section
92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014, and the link of the website is www.kanungofinanciers.com
FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
The Company follows a well-structured induction programme for orientation and training
of Directors at the time of their joining to provide them with an opportunity to
familiarise themselves with the Company, its management, its operations and the industry
in which the Company operates. At the time of appointing a director, a formal letter of
appointment is given to him/her, which inter-alia explains the role, function, duties and
responsibilities expected of him/her as a Director of the Company. The Director is also
explained in detail the Compliance required from him/her under the Companies Act, 2013,
the Listing Regulations and other relevant regulations and affirmation taken with respect
to the same.
MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2022-23, the Company held SIX board meetings of the
Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below.
The provisions of Companies Act, 2013 and SEBI (Listing Obligation & Disclosure
Requirement) Regulation, 2015 were adhered to while considering the time gap between two
meetings.
Sr. No. |
Date of Meeting |
Board Strength |
No. of Directors Present |
| 1. |
30/05/2022 |
4 |
4 |
| 2. |
03/06/2022 |
4 |
4 |
| 3. |
10/08/2022 |
4 |
4 |
| 4. |
01/09/2022 |
4 |
4 |
| 5. |
12/11/2022 |
4 |
4 |
| 6. |
14/02/2023 |
4 |
4 |
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the
Company confirms that-
(a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(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 at the end of the financial year and of
the profit and loss of the company for that period;
(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; and
(e) The directors, in the case of a listed company, had laid down internal financial
controls to be followed by the company and that such internal financial controls are
adequate and were operating effectively.
AUDITORS and REPORT thereon
M/s. H S K & CO LLP, CHARTERED ACCOUNTANTS continue as the statutory auditors of
the company.
There are no qualifications or adverse remarks in the Auditors' Report which require
any clarification/ explanation. The Notes on financial statements are self-explanatory,
and needs no further explanation.
Further the Auditors' Report for the financial year ended, 31st March, 2023 is annexed
herewith for your kind perusal and information.
LOANS, GUARANTEES AND INVESTMENTS
The Company has provided the Loans and has not made Investments and no Guarantee was
given under section 186 of the Companies Act, 2013 for the financial year ended 31st March
2023 and complies with the provision of the Section 186 of the Companies Act, 2013.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on
an arm's length basis and were in the ordinary course of business. There are no materially
significant related party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a potential conflict with
the interest of the Company at large and Approval of the Board of Directors &
shareholders was obtained wherever required.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
(A) Conservation of energy and Technology absorption
The particulars as required under the provisions of Section 134 (3) (m) of the
Companies Act, 2013 in respect of conservation of energy and technology absorption have
not been furnished considering the nature of activities undertaken by the company during
the year under review.
(B) Foreign exchange earnings and Outgo
There were no foreign exchange earnings and outgo during the year under review.
RISK MANAGEMENT
The Company does not have any Risk Management Policy as the element of risk threatening
the Company's existence is very minimal.
DIRECTORS and KMP
During the current financial year no changes has occurred in the constitution of
directors of the company.
DEPOSITS
The company has not accepted any deposits during the year.
CORPORATE SOCIAL RESPONSIBILITY
The company does not meet the criteria of Section 135 of Companies Act, 2013 read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no
requirement to constitute Corporate Social Responsibility Committee.
RATIO OF REMUNERATION TO EACH DIRECTOR
The Company has paid remuneration to the directors as per below:
Sr. NO. |
Name of Director |
Amt. paid in the year 2022-2023 |
|
|
(Rs. In lakhs) |
| 1 |
CHIRAG KIRTIKUAMR SHAH |
2.40 |
ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an
annual performance evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination & Remuneration and
Compliance Committees.
A structured questionnaire was prepared after taking into consideration inputs received
from the Directors, covering various aspects of the Board's functioning such as adequacy
of the composition of the Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors
including the Chairman of the Board, who were evaluated on parameters such as level of
engagement and contribution, independence of judgment, safeguarding the interest of the
Company and its minority shareholders etc. The performance evaluation of the
Independent Directors was carried out by the entire Board. The performance evaluation
of the Chairman and the Non-Independent Directors was carried out by the Independent
Directors who also reviewed the performance of the Secretarial Department.
INDEPENDENT DIRECTORS AND DECLARATION
The Board of Directors of the Company hereby confirms that all the Independent
directors duly appointed by the Company have given the declaration and they meet the
criteria of independence as provided under section 149(6) of the Companies Act, 2013.
NOMINATION AND REMUNERATION COMMITTEE
As per the section 178(1) of the Companies Act, 2013 the Company's Nomination and
Remuneration Committee comprises of three Directors. The table sets out the composition of
the Committee:
Name of the Director |
Position held in the Committee |
Category of the Director |
Ms. Dimple Alkesh Shah |
Chairman |
Non-Executive Independent Director |
Mr. Nrupesh Panchal |
Member |
Non-Executive Independent Director |
Mrs. Manjulaben Navinchandra Kothari |
Member |
Non-Executive Independent Director |
Terms of Reference
The Terms of Reference of the Nomination and Remuneration Committee are as under:
1. To identify persons who are qualified to become Directors and who may be appointed
in senior management in accordance with the criteria laid down, recommend to the Board
their appointment and removal and shall carry out evaluation of every Director's
performance.
2. To formulate the criteria for determining qualifications, positive attributes and
independence of a Director and recommend to the Board a policy, relating to the
remuneration for the Directors, Key Managerial Personnel and other employees.
3. The Nomination and Remuneration Committee shall, while formulating the policy ensure
that:
a. the level and composition of remuneration is reasonable and sufficient to attract,
retain and motivate Directors of the quality required to run the Company successfully; b.
relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and
c. remuneration to Directors, Key Managerial Personnel and senior management involves a
balance between fixed and incentive pay reflecting short and long-term performance
objectives appropriate to the working of the company and its goals:
4. Regularly review the Human Resource function of the Company.
5. Discharge such other function(s) or exercise such power(s) as may be delegated to
the Committee by the Board from time to time.
6. Make reports to the Board as appropriate.
7. Review and reassess the adequacy of this charter periodically and recommend any
proposed changes to the Board for approval from time to time.
8. Any other work and policy, related and incidental to the objectives of the committee
as per provisions of the Act and rules made there under.
REMUNERATION POLICY
Remuneration to Executive Directors:
The remuneration paid to Executive Directors is recommended by the Nomination and
Remuneration Committee and approved by Board in Board meeting, subject to the subsequent
approval of the shareholders at the General Meeting and such other authorities, as may be
required. The remuneration is decided after considering various factors such as
qualification, experience, performance, responsibilities shouldered, industry standards as
well as financial position of the Company.
Remuneration to Non-Executive Directors:
The Non-Executive Directors are paid remuneration by way of Sitting Fees and
Commission. The Non-Executive Directors are paid sitting fees for each meeting of the
Board and Committee of Directors attended by them.
AUDIT COMMITTEE
According to Section 177 of the Companies Act, 2013 the company's Audit
Committee comprised of three directors. The board has accepted the recommendations of the
Audit Committee. The table sets out the composition of the Committee:
Name of the Director |
Position held in the Committee |
Category of the Director |
Ms. Dimple Alkesh Shah |
Chairman |
Non-Executive Independent Director |
Mr. Chirag K Shah |
Member |
Executive Director Non-Executive |
Mr. Nrupesh Panchal |
Member |
Independent Director |
SECRETARIAL AUDIT REPORT
There is qualification or adverse remark in the Secretarial Audit Report which
require any clarification/ explanation.
1. Company is not able to find the suitable person for the position of Internal Auditor
and company is under process for the appointment of Internal Auditor.
2. Company is in process of appointment of CFO.
Further the Secretarial Audit Report as provided by KHUSHBU TRIVEDI, Practicing
Company Secretary for the financial year ended, 31st March, 2023 is annexed herewith
for your kind perusal and information.
COST AUDIT
The cost audit is not applicable to the Company.
VIGIL MECHANISM
As per Section 177(9) and (10) of the Companies Act, 2013, and as per SEBI (LODR)
Regulation, 2015, the company has established Vigil Mechanism for directors and employees
to report genuine concerns and made provisions for direct access to the chairperson of the
Audit Committee. Company has formulated the present policy for establishing the vigil
mechanism/ Whistle Blower Policy to safeguard the interest of its stakeholders, Directors
and employees, to freely communicate and address to the Company their genuine concerns in
relation to any illegal or unethical practice being carried out in the Company. The
details of the Vigil Committee are annexed herewith for your kind perusal and information.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSEL) ACT, 2013:
The Company has in place an Anti Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees (Permanent, contractual,
temporary, trainees) are covered under this policy.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your company has established adequate internal financial control systems to ensure
reliable financial reporting and compliance with laws and regulations.
ACKNOWLEDGEMENT
Your directors wish to express their grateful appreciation to the continued
co-operation received from the Banks, Government Authorities, Customers, Vendors and
Shareholders during the year under review. Your directors also wish to place on record
their deep sense of appreciation for the committed service of the Executives, staff and
Workers of the Company.
