Dear Members,
Your Directors feel pleasure in presenting their 39th Annual Report together
with the Audited Statements of accounts for the Financial Year ended on 31st
March, 2023.
FINANCIAL SUMMARY OF THE COMPANY
During the year under review, the Company has shown notable performance. The extracts
of financial results 2022-23 are as under: (Rs. In lakhs)
| Particulars |
2022-23 |
2021-22 |
| Total Revenue |
360.15 |
143.29 |
| Total Expenses |
64.98 |
67.54 |
| Profit / (Loss) Before Taxation and |
295.17 |
75.75 |
| Exceptional item |
|
|
| Exceptional item |
- |
- |
| Profit before Taxation |
295.17 |
75.75 |
| Provision for Income Tax |
76.45 |
18.94 |
| Provision for Deferred Tax |
- |
- |
| Profit after Taxation |
217.58 |
56.81 |
OPERATIONS
During the year, the company has carried out its business operations. However Company
has achieved a profit during the year. Your Directors are putting their best efforts to
improve the performance of the Company. The company anticipates more development in the
Finance Industry in years to come.
The income from operations during the year is Rs. 360.15 (In lakhs) as against Rs.
143.29 (In lakhs) in the previous year. The Company made a profit before tax of Rs.295.17
(In lakhs) as against the profit of Rs. 75.75 (In lakhs) in the previous year.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Management's Discussion and Analysis is set out in
the Annual Report marked as
"Annexure I".
DIVIDEND
Your Directors intend to plough back available resources for the financial requirements
and express their inability to recommend any dividend for the financial year.
DEPOSIT
The Company has not accepted any deposits during the year under review and it continues
to be a Non- deposit taking Non-Banking Financial Company in conformity the guidelines of
the Reserve Bank of India and Companies (Acceptance of Deposits) Rules, 1975.
SHARE CAPITAL
During the Year the Company has not issued any share capital with differential voting
rights, sweat equity or ESOP nor provided any money to the employees or trusts for
purchase of its own shares. The Company has not made any public offer of shares during the
year.
The Authorized share capital of the company from existing Rs. 6,50,00,000/- (Rupees Six
Crore Fifty Lacs only) divided into 65,00,000 (Sixty Five Lakh) Equity Shares of Rs.
10/-each to Rs. 6,50,00,000/- (Rupees Six Crore Fifty Lacs only) divided into 6,50,00,000
(Rupees Six Crore Fifty Lacs only) Equity Share of Rs. 1/- each
ANNUAL RETURN
The extract of the Annual Return in Form No. MGT 9 as per Section 92 of the Companies
Act 2013 is annexed as Annexure ‘III'.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
While selecting Directors, the Company looks for an appropriate balance of skills,
experience, independence and knowledge to enable them discharge their respective duties
and responsibilities effectively. The Company has laid down a clear Policy on remuneration
of Directors, Key Managerial Personnel and other employees.
The Board of the Company was duly constituted in accordance with the provisions of the
Companies Act, 2013. As on the date of report, the Board of Director's consists of Four
(4) Directors and One (1) CFO, Ms. Ami Jinen Shah (Whole Time Director), Mr. Ramcharan
Nathmal Beriwala(Non-Executive and Independent Director), Mr. Budhan Jha (Non Executive
and Independent Director) and Mr. Pankaj Ramanbhai Jadav (Non Executive Director) and Mr.
Jinen Manoj Shah (CFO).
Mr. Ramcharan N. Beriwala (DIN: 06821349) has resigned from the position of
Non-Executive and Independent Director of the Company w.e.f 13th February 2023
MR. SURAJ KUMAR JHA (DIN- 07456359) has been appointed at the position of Non-Executive
and Independent Director of the Company w.e.f 12th June 2023
In accordance with the requirements of the Companies Act, 2013 and Articles of
Association Ms. Ami Jinen Shah (Whole Time Director) (DIN: 06792048), retires by rotation
in the ensuing AGM and being eligible offers herself for re-appointment
CHANGE IN COMPANY SECRETARY & COMPLIANCE OFFICER
Ms. Renu(Membership Number: A60140) who has been appointed by Board of Director in
their Meeting held on as 11th February, 2022 as Company Secretary cum Compliances Officer
and she has resigned from the post of Company Secretary cum Compliances Officer w.e.f 19thJuly,
2022.
Ms. Pradeep Kumar (Membership Number: A65532) who has been appointed by Board of
Director in their Meeting held on as 10th October, 2022 as Company Secretary cum
Compliances Officer w.e.f 10th October, 2022
PERFORMANCE EVALUATION OF BOARD
Pursuant to the provisions of the Companies Act, 2013 and as per SEBI (LODR)
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. 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 Stakeholders Relationship Committee. The Directors expressed their
satisfaction with the evaluation process.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of Independence as prescribed of Section 149 of the
Companies Act, 2013 and
SEBI (LODR) Regulation, 2015.
Independent Directors of the company have additionally met 3 times in the Financial
Year 2022-23.
BOARD MEETINGS
The Board met 08 times during the financial year. During the 12 months period ended
31st March, 2023. Board Meetings were held on 01.04.2022, 30.05.2022, 19.07.2022,
12.08.2022, 10.10.2022, 14.11.2022, 07.12.2022, 13.02.2023
COMMITTEES OF THE BOARD
Following are the three committees constituted by the Board:
1. Audit Committee.
2. Shareholders and Investor Grievance Committee and.
3. Nomination & Remuneration Committee.
The Composition of Board Committees was as under
1. Audit Committee
The Board has constituted Audit Committee which consists of Mr. Budhan Jha
(Non-Executive & Independent Director), Mr. Ramcharan Nathmal Beriwala (Non-Executive
& Independent Director) and Mr. Pankaj Ramanbhai Jadav (Non ExecutiveDirector).
The constituted Audit Committee also meets the requirements under Section 177 of the
Companies Act, 2013.
The Chairman of the Committee is Mr. Ramcharan Nathmal Beriwala an Independent Director
nominated by the Board.
The terms of reference of the Audit Committee, inter alia, include overseeing financial
reporting process, reviewingthe financial statements and recommending appointment of
Auditors.
During the year 4(Four) Audit Committee Meetings were held.
2. Nomination and Remuneration Committee
The Board has constituted Nomination and Remuneration Committeewhich comprise of Mr.
Budhan Jha (Non-Executive & Independent Director), Mr. Ramcharan Nathmal Beriwala
(Non-Executive & Independent Director) and Mr. Pankaj Ramanbhai Jadav (Non
ExecutiveDirector).
The constituted Nomination and Remuneration Committee also meets the requirements under
Section 178 of the Companies Act, 2013.
The Committee's scope of work includes identifying the persons who are qualified to
become directors and who may be appointed in senior management and recommend to the Board
their appointment and removal and carry out evaluation of every director's performance,
deciding on remuneration and policy matters related to remunerations of Directors and
laying guidelines for remuneration package or compensation.
The Committee has formulated a Nomination and Remuneration Policy relating to the
appointment and remuneration for the directors, key managerial personnel and other
employees. The nomination and remuneration policy is annexed marked Annexure ‘III'.
During the year (Four) Nomination and Remuneration Meetings were held.
3. Stakeholders Relationship Committee(SRC):
The Board has constituted Stakeholders Relationship Committee which consists of Mr.
Budhan Jha (Non-Executive & Independent Director), Mr. Ramcharan Nathmal Beriwala
(Non-Executive & Independent Director) and Mr. Pankaj Ramanbhai Jadav (Non
ExecutiveDirector).
The constituted Stakeholders Relationship Committee also meets the requirements under
Section 178 of the Companies Act, 2013.
The Committee inter alia approves issue of duplicate share certificates and oversees
and reviews all matters connected with the securities transfer. The Committee also looks
into redressal of shareholders complaints like transfer/transmission of shares, non-
receipt of Annual Report, non receipt of declared dividends, etc. During the year, nil
complaints were received from investors in respect of sharetransfers.
During the year 4 (Four) Stakeholders Relationship Committee Meetings were held.
CHANGE IN THE NATURE OF BUSINESS
The Company is engaged in the business of Investments, Leasing and Financing. There has
been no change in the nature of business of the Company during the year under review.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS OF THE COMPANY
No significant and material orders were passed by any Regulator(s) or Court(s) or
Tribunal(s) which would impact the going concern status of the company.
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:
No material changes and commitment affecting the financial position of the Company
occurred between the end of the financial year to which this financial statements relate
and the date of this report.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135(1) of the Companies Act, 2013 are not applicable to the
Company and therefore the company has no corporate social responsibility committee of the
Board.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT
2013
Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013
form part of the Notes to the financial statements provided in this Annual Report.
STATUTORY AUDITORS:
M/s. S.D. Mehta & Co., Chartered Accountant,(having Firm's registration Number:
137193W), Ahmedabad the Statutory Auditors of the Company hold the office from 37th
Annual General Meeting until the conclusion of the 42nd Annual General Meeting
and on such remuneration as may be decided by the Board of Directors with mutual consent
of the appointee Auditors.
The Company has received letter from them to the effect that their appointment, if
made, would be within the prescribed limits under Section 139(2) of the Companies Act,
2013 and that they are not disqualified for such appointment within the meaning of Section
139 (1) of the said Act.
AUDITORS' REPORT
The Auditor's report does not contain any reservation, qualification or adverse remark
submitted by M/s S.D. Mehta & Co., Chartered Accountant, Statutory Auditor of the
Company, in their respect for the
Financial Year ended March 31, 2023.
SECETARIAL AUDITOR
Pursuant to provisions of sub-section (1) of Section 204 of the Companies Act 2013, the
Company is required to annex with its Board's Report a secretarial audit report, given by
the Company Secretary in practice. The secretarial audit of the Company has been conducted
by M/s V Kumar & Associates, Company Secretaries in Practice and their report on the
secretarial audit for the year under review.
SECRETARIAL AUDIT REPORT
A copy of Secretarial Audit Report as provided by Company Secretary in Practice has
been annexed to this Report as Annexure-V. The Secretarial Audit Report contain a
reservation, qualification or adverse remark.
INTERNAL AUDITORS
The Board has appointed M/s Parag Patel & Company, Chartered Accountants
(FRN:130590W)for the FY 2022-23.
SHIFTING OF REGISTERED OFFICE
During the year under review, the Company has shifted its registered office from
'611,Sixth Floor, Pragati Tower 26 Rajendra Place Opp. Metro Station New-Delhi, West
Delhi-11000S IN' to 'C-233 G/F Back Side, West Patel Nagar, New Delhi-11000S . w.e.f
07.12.2022
PUBLIC DEPOSITS
The Company has not accepted any fixed deposits during the financial year under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All material 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. Form No. AOC-2 marked Annexure-II
is annexed to this report containing disclosure of related party transactions under
Section 188 of the Companies Act, 2013.
ENVIRONMENT, HEALTH AND SAFETY
The Company accords the highest priority to health and environment and safety. The
Company takes at most care for the employees and ensures compliance with the Environment
Act.
REMUNERATION OF KEY MANANGERIAL PERSONNEL
Ms. Ami Jinen Shah (Whole time Director) and and Mr. Jinen Manoj Shah (Chief Financial
Officer), the Key Managerial Personnel of the Company be paid Rs. 50,000/- each (Rupees
One Lakh Fifty Thousand Only) subject to the increment as decided by the Board of
Directors of the Company from time to time on the basis of his performance and policy of
the Company.
CORPORATE GOVERNANCE
As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Compliance with the Corporate Governance Provisions shall not apply
in respect of the listed entity having paid up Equity Share Capital not exceeding Rupees
Ten Crores and Net worth not exceeding Rupees Twenty Five Crores as on the last day of the
previous financial year.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors' confirm the
following that:
(A) in preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
(B) 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 at the end of the financial year ended on
31st March, 2023 and of the profit of the company for the that year.
(C) the Directors have taken proper and sufficient care for maintenance of adequate
accounting records for the year ended 31stMarch 2023 in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of the company and for
prevention and detection of fraud and other irregularities.
(D) the Directors have prepared the accounts for the financial year ended 31st March
2023 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 control is adequate and operating effectively.
(F) The Director had devised proper systems to ensure compliance with the provisions of
all applicable laws and such systems were adequate and operating effectively.
CONSERVATION OF ENERGY, TECHNOLOGY ABSOPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Section 134(3) (m) of the Companies Act, 2013 read with a Companies (Accounts) Rules,
2014, is not applicable since the company does not have any manufacturing activities.
There has been no expenditure and /or earning in foreign exchange.
PARTICULARS OF EMPLOYEES:
There is no employee in the Company drawing remuneration for which information is
required to be furnished under section 134 of the Companies Act 2013 read with Companies
(Particulars of Employees) Rules 1975 as amended.
SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANY
The Company has no subsidiary, Associate Companies and joint venture Company.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENT
The company has adequate internal financial control system commensurate with the size
of the company and the nature of its business with regards to purchase of fixed assets.
The activities of the company do not involve purchase of inventories and sale of goods and
services.
For the purposes of effective internal financial control, the Company has adopted
various procedures 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.
To ensure adequacy of internal financial controls, the procedures adopted by the
Company are based on the following parameters:
(a) Familiarity with Policies and Procedures the related policies and procedures and
the changes thereto, if any, are communicated to the employees at the time of joining and
it is ensured that such person understands the policies or procedures correctly. (b)
Accountability of Transactions There is a proper delegation of authorities and
responsibilities so as to ensure accountability of any transaction. (c) Accuracy &
Completeness of Financial Statements/ Reports For accuracy and completeness of
information, reconciliation procedure and multiple checking at different level have been
adopted. To avoid human error, computer softwares are extensively used. (d) Retention and
Filing of Base Documents All the source documents are properly filed and stored in a safe
manner. Further, important documents, depending upon their significance are also
digitized. (e) Segregation of Duties It is ensured that no person handles all the aspect
of a transaction. To avoid any conflict of interest and to ensure propriety, the duties
have been distributed at different levels. (f) Timeliness It is also ensured that all the
transactions are recorded and reported in a timely manner.
The procedures are also reviewed by the Statutory Auditors and the Directors of the
Company from time to time. There has also been proper reporting mechanism implemented in
the organization for reporting any deviation from the procedures.
RISK MANAGEMENT POLICY
The Company has Risk Management Policy to mitigate the risks. At Present, the Company
has not identified any element of risk which may threaten the existence of the Company.
STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
The Company has a Policy on Prevention of Sexual Harassment of Women at Workplace and
has complied with the provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. No case was reported during the year under review.
BRIEF RESUME
As required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company provides a brief resume of Ami Jinen Shah
(Whole Time Director) (DIN: 06792048), who is liable to retire by rotation in the ensuing
AGM and being eligible offers herself for re-appointment. The nature of their expertise in
specific functional areas, names of the companies in which he has held directorships, his
shareholding etc. are furnished in the annexure to notice of the ensuing AGM.
WHISTLE BLOWER POLICY AND VIGIL MECHANISM
The Company has in place the whistle blower mechanism fordirectors, employees with a
view to providefor adequate safeguards against victimization of stakeholders andprovide
for direct access to the Chairperson of the Audit Committeein appropriate cases.The policy
can be accessed at the website of the Company at http://llflltd.in
CODE OF CONDUCT
The Chairman of the Board Meetings has given a declaration that all Directors and
senior Management Personnel concerned affirmed compliance with the code of conduct with
referenceto the year ended March, 31 2023.
ACKNOWLEDGEMENT
Your Directors wish to place on record and acknowledge their appreciation for the
continued support and co- operation received from Government agencies and the
Shareholders. Your Directors also record their appreciation for the total dedication of
employees at all levels.
