To
The Members,
Ladderup Finance Limited
Your Directors are pleased to present the Thirtieth Annual Report of the Company along
with the audited financial statements, (both Standalone and Consolidated) for the
Financial Year ended 31st March 2023.
FINANCIAL RESULTS
During the year under review, the performance of your company was as under:
(Rs` in Lakh)
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Particulars |
Consolidated |
Standalone |
Operational & Other Income |
1117.81 |
1168.78 |
129.81 |
137.87 |
Less: Total Expenses |
1199.17 |
811.33 |
325.43 |
171.50 |
Profit / (loss) before Share of Associate and Tax |
(81.36) |
357.45 |
(195.62) |
(33.63) |
Share of Profit / (Loss) of Associate |
(53.02) |
141.20 |
|
|
Profit / (loss) before Tax |
(134.38) |
498.65 |
(195.62) |
(33.63) |
Less: Tax expenses (includes provision for deferred tax
asset/liability) |
(3.28) |
133.41 |
(31.89) |
4.07 |
Profit / (loss) after Tax |
(131.10) |
365.24 |
(163.72) |
(37.70) |
Other Comprehensive Income |
148.51 |
471.52 |
152.17 |
473.92 |
Total Comprehensive Income for the period |
17.41 |
836.76 |
(11.55) |
436.23 |
The Consolidated Statements provide the results of Ladderup Finance Limited together
with its Subsidiary, Joint Venture and Associate Companies.
FINANCIAL HIGHLIGHTS AND STATE OF COMPANY AFFAIRS
Consolidated Performance
Your Company has earned consolidated revenue of INR 1117.81 lakhs in FY 2022-23 as
compared to INR 1168.78 lakhs in FY 2021-2022. However, the Consolidated Total
Comprehensive Income for the FY 2022-2023 is INR 17.41 lakhs as compared to INR 836.76
lakhs in FY 2021-22. The variation is mainly on account of increase/decrease in fair
values of FVTOCI Investments (net of deferred tax).
Standalone Performance
Your Company has earned total revenue of INR 129.81 lakhs in FY 2022-23 as compared to
INR 137.87 lakhs in FY 2021-2022. However, the Total Comprehensive Income for the FY
2022-2023 is INR (11.55) Lakh as compared to INR 436.23 lakhs in FY 2021-22. The variation
is mainly on account of increase/decrease in fair values of FVTOCI Investments (net of
deferred tax). The Company in the last few years continues to invest in asset-based
transactions with good growth prospects. There has been no change in the Business of the
company during the financial year ended 31st March 2023.
AMOUNT TRANSFERRED TO RESERVE
Due to loss in the Financial Year 2022-23 the Company has not transferred any amount to
reserve account.
DIVIDEND
The Board of Directors of your company, after considering holistically the relevant
circumstances, has decided that it would be prudent, not to recommend any Dividend for the
financial year 2022-23.
ANNUAL RETURN
In accordance with the provisions of section 92 read with section 134(3) (a) of the
Companies Act, 2013, the Annual Return for financial year 2022-23 is available at
https://www.ladderup.com.
MEETINGS OF THE BOARD
During the financial year 2022-23, 4 (four) meetings of the Board were held by the
company on 26 th May 2022, 9th August 2022, 11th November 2022, and 13th
February 2023. For further details of meetings of the Board or its committees, please
refer to the Corporate Governance Report, which is a part of Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, changes were made in the composition of the Board of
Directors of the Company as per the specified provision of the Companies Act, 2013 and
SEBI (LODR) Regulation, 2015.
a) Mr. Mohan Tanksale, Independent Director of the Company was re-appointed for his
second term of three years w.e.f. 14th November 2022.
b) M/s Shah Gupta & Co. Statutory Auditor of the Company was re-appointed for their
second term of 5 (five) consecutive years from the conclusion of this 29th Annual General
Meeting till the conclusion of 34 th Annual General Meeting of the Company to be held in
F.Y. 2027-28.
c) Mr. Dhiraj Gupta, Company Secretary & Compliance Officer of the Company had
resigned from the closing hours of 6th January 2023 and has re-joined the
Company and re-appointed as Company Secretary & Compliance Officer of the Company
w.e.f. 24th May 2023.
d) Mr. Sunil Goyal, Managing Director of the Company was re-appointed for the period of
five years w.e.f. 1st April 2023 by the Board at the meeting held on 13th
February 2023 and the approval of the shareholders was taken through postal ballot. In
accordance with the provisions of Section 152 of the Companies Act 2013, and that of
Articles of Association of the Company, Mr. Manoj Singrodia, Director of the Company
retires by rotation at ensuing Annual General Meeting of eligible, has offered himself for
re-appointment.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
Pursuant to Schedule IV of the Companies Act, 2013 and the Rules made there under and
Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, all the Independent Directors of the Company met on 18th March 2023,
without the attendance of Non-Independent Directors and Members of the Management.
The Independent Directors reviewed performance of Non-Independent Directors, Chairman
of the Company and the performance of the Board as a whole. The Independent Directors also
discussed the quality, quantity and timeliness of flow of information between the Company
management and the Board that is necessary for the Board to effectively and reasonably
perform their duties feedback of the Meeting was shared with the Chairman of the Company.
PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and provisions of SEBI (Listing
Obligation and Disclosure Requirement) Regulations, 2015, 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 and
independence of judgment thereby safeguarding the interest of the Company. The performance
evaluation of the Independent Directors was carried out by the entire Board, except the
director being evaluated, the performance evaluation of the Chairman and the
Non-Independent Directors was carried out by the Independent Directors. The Board also
carried out annual performance evaluation of the working of its Audit, Nomination and
Remuneration as well as stakeholder relationship committee. The Directors expressed their
satisfaction with the evaluation process.
DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors confirming
that they meet with the criteria of independence as laid down under Section 149 (6) of the
Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Act, with respect
to Directors Responsibility Statement, your Directors confirm 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 had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
Explanation.
For the purposes of this clause, the term "internal financial controls" means
the policies and procedures adopted by the company for ensuring the orderly and efficient
conduct of its business, including adherence to company's policies, the safeguarding of
its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial
information. f. 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.
CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company as
adopted by the Board and the initiatives undertaken by the Company on CSR activities
during the year under review are set out in "Annexure I" of this report in the
format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.
For other details regarding the CSR Committee, please refer to the Corporate Governance
Report, which is a part of this report. The CSR policy is available on website
www.ladderup.com.
AUDITORS & AUDITOR'S REPORT STATUTORY AUDITOR & STATUTORY AUDITOR'S REPORT
M/s. Shah Gupta & Co., Chartered Accountants, Mumbai (Firm Registration No.
109574W), was re-appointed as statutory auditor of the company for their second term of
five years from the conclusion of 29 th Annual General Meeting till the conclusion of 34th
Annual General Meeting of the Company to be held in F.Y. 2027-28.
Further, the Auditors have issued Audit Report for the Financial Year 2022-23 pursuant
to provisions of Section 141(2) of the Companies Act, 2013, read with Companies (Audit and
Auditors) Rules, 2014.
The Notes on Accounts referred to in the Auditors' Report are self-explanatory and do
not call for any further comments. The Auditors' Report does not contain any
qualification, reservation, or adverse remark. During the Financial year under review no
fraud has been reported by the Auditors to the Audit Committee or the Board.
INTERNAL AUDIT & INTERNAL AUDITOR'S REPORT
The Company has in place an adequate internal audit framework to monitor the efficacy
of internal controls with the objective of providing to the Audit Committee and the Board
of Directors, an independent, objective and reasonable assurance on the adequacy and
effectiveness of the organization's risk management, control and governance processes. The
Company has appointed M/s. CAS & Co., Chartered Accountants, as Internal Auditors of
the Company for financial year 2022-23. The Report of the Internal Auditor was placed
before Audit Committee.
SECRETARIAL AUDITOR & SECRETARIAL AUDITOR'S REPORT
M/s. Jajodia and Associate, Practicing Company Secretary firm, Mumbai (Certificate of
Practice No. 19900), Secretarial Auditor of the Company and Ladderup Wealth Management Pvt
Ltd, Subsidiary Company have issued Secretarial Audit Report in Form MR-3 as per the
provisions of Section 204 of the Companies Act, 2013, read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, for the financial year 2022-23, which
are annexed as "Annexure II-A" and Annexure II-B, respectively and forms part of
this Report.
The Secretarial Auditors' Report does not contain any qualification, reservation, or
adverse remark.
CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE
M/s. Jajodia & Associates, Practicing Company Secretary, have examined the
compliance of conditions of Corporate Governance by the Company, for the Financial Year
ended on 31st March, 2023, as stipulated in regulations 17 to 27 and clauses
(b) to (i) of regulation 46(2) and para C and D of Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations) and
issued a certificate which has been included Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186 OF THE
COMPANIES ACT 2013
The details of Loan, Guarantees and Investments made by the Company under the
provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the
Financial Statements.
RELATED PARTY TRANSACTIONS
During the year under review, all contracts/arrangements/transactions entered by the
Company during the financial year 2022-23 with related parties were in compliance with the
provisions of the Act, and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (Listing Regulations").
The Company had obtained prior approval of the Audit Committee for all the related
party transactions entered during the Financial Year 2022-23, as envisaged Regulation23(2)
of the Listing Regulations. Further, the Audit Committee had given prior omnibus
approval under Section 177 of the Act, read with Rule 6(A) of The Companies (Meetings of
Board and its Powers) Rules, 2014 read with Regulation 23(3) of the Listing Regulations,
for related party transactions that are foreseen and of repetitive nature during the
period under review and the required disclosures are made to the Audit Committee and Board
on quarterly basis.
All related party transactions that were entered during the financial year ended March
31, 2023 were on an arm's length basis and were in the ordinary course of business.
Therefore, the provisions of Section 188 of the Act, were not attracted. Accordingly, the
disclosure of Related Party Transactions as required under Section 134(3) of the Act in
Form AOC-2 is not applicable. The Policy on materiality of related party transactions and
dealing with related party transactions as approved by the Board may be accessed on the
Company's website at the link
https://www.ladderup.com/docs/CG/11-related-party-transaction-policy.pdf. The details of
the transactions with related parties are provided in the accompanying financial
statements.
DETAILS OF SUBSIDIARIES, JOINT VENTURE & ASSOCIATE COMPANIES
The Company has one subsidiary company i.e. Ladderup Wealth Management Private Limited,
one Joint Venture Company i.e. Waterproof Corporation Private Limited and one associate
company Annapurna Pet Private Limited. During the year, the Board of Directors of your
company has reviewed the affairs of the subsidiary, joint venture and Associate Companies
in accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared
consolidated financial statements of the Company and its subsidiary and Associates
Companies, which form part of the Annual Report. Further, the statement containing the
salient features of the financial statements of its subsidiaries in the prescribed format
are given in notes to the financial statements. The statement also provides the details of
performance and financial position of the subsidiaries.
In accordance with Section 136 of the Companies Act, 2013, the audited financial
statements, including the consolidated financial statements and related information of the
Company and audited accounts of its subsidiaries, are available on website of www.
ladderup.com. These documents will also be available for inspection during the business
hours at the registered office of the Company. The Company's policy on material
subsidiaries as approved by the Board is uploaded on the Company's website at
"Investors" section.
MATERIAL CHANGES AND COMMITMENTS
No Material changes and commitments affecting the financial position of the company
occurred between the end of the financial year of the Company to which these financial
statements relate and date of the Report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
There was no technology absorption and no foreign exchange earnings or outgo, during
the year under review. Hence, the information as required under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is to be
regarded as Nil.
The Company has not entered into any technology transfer agreement.
RISK MANAGEMENT POLICY
The Company has laid down the procedures to inform to the Board about the risk
assessment and minimization procedures and the Board shall be responsible for framing,
implementing, and monitoring the risk management plan and policy for the Company. The main
objective of this policy is to ensure sustainable business growth with reporting,
evaluating and resolving risks associated with the business. In order to achieve the key
objective, the policy establishes a structured and disciplined approach to Risk
Management, in order to guide decisions on risk related issues.
POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has zero tolerance towards sexual harassment at the workplace and towards
this end, it has adopted a policy in line with the provisions of Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules
thereunder. All employees of the company whether (permanent, contractual, temporary,
trainees) are covered under the said policy. An Internal Complaints Committee has also
been set up to redress complaints received on sexual harassment.
During the financial year under review, the Company has not received any complaints
from any of the employees of the Company.
NON-DEPOSIT TAKING NON-BANKING FINANCIAL COMPANY
Your Company is categorized as a non-deposit taking Non-Banking Financial Company.
Pursuant to the provisions of Section 73 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014 and in compliance with RBI Master Directions-
Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions,
2016 the Company has not accepted any deposits from the public during the year under
review.
RECENT DEVELOPMENT IN NBFC SECTOR
A scale based regulatory framework was implemented for NBFCs during 2022-23, in terms
of which NBFCs categorised in the base layer (NBFC-BL), middle layer (NBFC-ML), upper
layer (NBFC-UL) and top layer (NBFC-TL). Your Company is categorized under base layer
(NBFC-BL) category.
COMMITTEES OF THE BOARD
The Company currently has Seven Mandatory Board Committees, as follows:
1) Audit Committee
2) Stakeholders' Relationship Committee
3) Nomination & Remuneration Committee
4) Investment Committee
5) Risk Management Committee
6) Corporate Social Responsibility Committee
7) Credit Committee
Details of all the Committees along with their charters, composition and meetings held
during the year, are provided in the Corporate Governance Report. The composition and
applicable policy, if any of all the above committee is available on website
www.ladderup.com.
PARTICULARS OF REMUNERATION OF EMPLOYEES
The information required pursuant to Section 197 read with rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company, will be provided upon request. In terms of Section of the Companies Act,
2013, the Report and Accounts are being sent to the Members and others entitled thereto,
excluding the information on employees' particulars of which is available for during
business hours on working days of the Company up to the date of the ensuing Annual General
Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to
the Company Secretary in this regard. The further details regarding the total Remuneration
paid to Executive Director & Non-Executive Director of the Company are stated in the
Corporate Governance Report.
PREVENTION OF INSIDER TRADING
As per the provisions of SEBI (Prohibition of insider trading) Regulations, 2015, the
Company has adopted a code of conduct for preventionof insider trading with a view to
regulate trading in securities by the Directors and 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 the designated employees while in
possession of unpublished price sensitive information the Company and during the period
when the Trading Window is closed. The Board is responsible for implementation of the
Code. All Directors and the designated employees have confirmed compliance with the Code.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review there has been no significant and material impacting the
going concern status and company's operations in future.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company's internal control system is designed to ensure orderly and and regulations
including adherence to the Company's policies, safeguarding of its assets, errors,
accuracy and completeness of the accounting record, and the timely preparation of reliable
financial information Internal Control system is supported by an Internal Audit Process.
The Internal Audit Plans and Scope are well laid-out to ensure compliance with various
applicable laws and internal policies. The Internal Auditors review the systems and
procedures and advise on further improvements wherever required. The reports of the
Internal Auditors are reviewed by the Audit Committee and the Board of Directors of the
Company.
All the transactions are properly authorized, recorded and reported to the Management.
The Company is following all the applicable Accounting Standards for properly maintaining
the books of accounts and reporting financial statements.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In order to ensure that the activities of the Company and its employees are conducted
in a fair and transparent manner by adoption of highest standards of professionalism,
honesty, integrity and ethical behavior, the company has adopted a vigil mechanism policy.
This Policy can be viewed on the Company's website viz. www.ladderup.com in the
"Investors" Section.
COMPLIANCE WITH SECRETARIAL STANDARDS ISSUED BY THE ICSI
In accordance with the provisions of clause 9 of SS-1, the Company has complied with
applicable Secretarial Standards 1 and Secretarial Standards -2 issued by the Institute of
Company Secretary of India, during the year under review.
ACKNOWLEDGEMENT
Your directors take this opportunity to express their grateful appreciation for the
excellent assistance and co-operation received from all our Clients, Financial
Institutions, and Bankers, Business Associates and the Government and other regulatory
authorities and thank all stakeholders for their valuable sustained support and
encouragement towards the conduct of the proficient operation of the Company. Your
directors would like to place on record their gratitude to all the employees who have
continued their support during the year.
Date : 11th August, 2023 |
For and on behalf of the Board |
Place : Mumbai |
|
|
Sd/- |
|
Sunil Goyal |
|
Chairman and Managing Director |
|
DIN: 00503570 |