To The Members Of,
OCTAL CREDIT CAPITAL LIMITED
Your Director have pleasure in presenting the 31st Annual Report of the
Company together with Audited Statements of Accounts for the year ended 31st
March 2023.
STANDALONE & CONSOLIDATED FINANCIAL STATEMENT:
(Rs. in Lacs)
Particulars |
STANDALONE |
CONSOLIDATED |
|
For the Year Ended March
31,2023 |
For the Year Ended March
31,2022 |
For the Year Ended March
31,2023 |
For the Year Ended March
31,2022 |
Revenue from Operation |
110.51 |
18.96 |
110.51 |
18.96 |
Other Income |
0.19 |
0.02 |
0.19 |
0.02 |
Total Income |
110.70 |
18.98 |
110.70 |
18.98 |
Total Expenses |
157.34 |
-29.06 |
157.34 |
-29.06 |
Exceptional Item |
-- |
-- |
-- |
-- |
Profit/(Loss) Before Tax |
-46.64 |
48.04 |
-46.64 |
48.04 |
Provision for Taxation |
-- |
0.00 |
-- |
0.00 |
Deferred Tax
Asset/(Liability) |
16.79 |
17.19 |
16.79 |
17.19 |
Income Tax For Earlier Year |
0.07 |
-- |
0.07 |
-- |
Profit/(Loss) After Tax |
-29.78 |
30.86 |
-29.78 |
30.86 |
Add: Share of Profit in
Associates |
-- |
-- |
-17.09 |
217.97 |
Profit/(Loss) For the
Period |
-29.78 |
30.86 |
-46.87 |
248.83 |
Other Comprehensive
Income |
-7.28 |
21.86 |
-3.37 |
(28.01) |
Total Comprehensive Income
for the Period |
-37.06 |
52.71 |
-50.24 |
220.82 |
CHANGE IN NATURE OF BUSINESS:
There has been no change in nature of business of the company during the F.Y.
2022-2023.
MATERIAL CHANGES AND COMMITMENTS:
There has been no material changes and commitments, affecting the Financial Position of
the Company, which have occurred between the End of Financial Year of the Company to which
the Financial Statements relate and the date of the report.
DIVIDEND:
Due to Losses during the year under review The Board has decided not to recommend any
dividend for the year ended 31st March 2023.
TRANSFER TO RESERVE:
The Company has not transferred any amount to statutory reserve under section 45 IC of
RBI Act 1934 due to losses in the financial year 2022-2023.
CHANGES IN SHARE CAPITAL:
The paid up Equity Share Capital as on 31st March, 2023 stood at ? 500.09 Crore. During
the year under review, the Company has not issued any shares with differential voting
rights, sweat equity shares nor granted any stock options. The company neither came out
with rights, bonus, private placement and preferential issue.
OPERATIONS & FUTURE OUTLOOK:
The Company will look to extend to adjacent business spaces without compromising the
integrity of the loan book. We believe that the market for this is large and relatively
underpenetrated.
Given the potential in the business, we believe that we should be able to more than
double revenues during the current financial year and double that again in 2024-25. The
next two years are expected to generate sizeable growth, enhancing value for our customers
while improving our visibility and profitability.
According to RBI one of the main reasons for tighter regulation is to reduce the
systematic risk they pose to the financial system since they borrow heavily from banks.
Prima facie it may appear that these reforms will affect the productivity of the NBFCs;
however, with time they are more likely to improve NBFCs capacity to endure asset quality
shocks and also deal with systemic risks. Moreover, increase in disclosure requirements
and corporate governance norms will have a three-fold effect. It will enhance transparency
and increase the responsibility of the management and further supplement investor
awareness.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has policy for Internal Financial Control System, commensurate with the
size, scale and complexity of its operations. Detailed procedural manuals are in place to
ensure that all the assets are safeguarded, protected against loss and all transactions
are authorized, recorded and reported correctly. The scope and authority of the Internal
Audit (IA) function is defined in the internal financial control policy. The Internal
Auditor monitors and evaluates the efficiency and adequacy of Internal Financial control
system in the Company, its compliance with operating systems, accounting procedures and
policies. To maintain its objectivity and independence, the Internal Auditor reports to
the Chairman of the Audit Committee of the
Board, the internal audit report on quarterly basis and some are reviewed by the
committee. The observation and comments of the Audit Committee are placed before the
board.
DIRECTORS & KEY MANAGERIAL PERSON:
Key Managerial Personnel
Mr. Arihant Patni- Whole Time Director Mr. Shyam Arora - Chief Financial Officer Miss
Sweety Dassani - Company Secretary
Non-Executive, Non Independent Directors
Mr. Dilip Kumar Patni Mr. Kamal Nayan Jain Mrs. Vandana Patni
Non-Executive, Independent Directors
Mr. Sambhu Nath Jajodia Mr. Bijay Bagri
Appointment and Resignation:
In accordance with the provisions of the section 152 of Companies Act, 2013 and in
terms of the Memorandum and Articles of Association of the Company, Mr. Dilip Kumar Patni
(DIN 01069986) (Non-Executive, Non Independent Directors), who retires by rotation and,
being eligible, offers himself for reappointment at the ensuing Annual General Meeting of
the company.
A brief resume of the Directors proposed to be re-appointed along with additional
information is provided in the notice of Annual General Meeting.
INDEPENDENT DIRECTORS
Your Company has received declaration from Independent Directors that they meet the
criteria of Independence as laid down in Section 149(6) of the Companies Act, 2013 read
with Regulations 16(1)(b) and 25(8) of the Listing Regulations and there is no change in
their status of Independence and have also confirmed that they are not aware of any
circumstance or situation, which exist or may be reasonably anticipated, that could impair
or impact his/her ability to discharge his/her duties with an objective independent
judgment and without any external influence. All requisite declarations were placed before
the Board. Your company has also received declaration from Independent Directors that they
have affirmed compliance with the Code for Independent Directors as prescribed in Schedule
IV to the Companies Act, 2013 and also with the Company Rs. s Code of Conduct applicable
to all the Board Members and Senior Management Personnel of the Company for the financial
year ended 31st March 2023. Your Company has noted that all the Independent Directors of
the Company have registered themselves with IICA in terms of Section 150 of the Act read
with the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended
thereof. Further, Board of Directors confirms that all the Independent Directors meet
the criteria of proficiency in terms of Rule 8 of the Companies (Accounts) Rules, 2014 (as
amended) read with Section 150 of Companies Act 2013 and Rules thereon.
The Board is of the opinion that the Independent Directors of the Company possess
requisite qualifications, experience, integrity and expertise in the fields of finance,
taxation, advisory, corporate law, and so on.
MEETINGS OF THE BOARD:
The company has duly complied with section 173 of the Companies' Act 2013. During the
year under review, 7 (Seven) board meetings were convened and held. The date on which
meeting were held are as follows :
11.04.2022, 30.05.2022, 13.08.2022, 03.09.2022, 26.09.2022, 12.11.2022 and 14.02.2023.
The maximum interval between any two meetings did not exceed 120 days.
FORMAL ANNUAL EVALUATION& INDEPENDENT DIRECTORS MEETING:
During the year, the Board has carried out the annual evaluation of its own performance
as well as the evaluation of the working of its Committees and individual Directors. This
exercise was carried out through a structured questionnaire prepared separately for Board,
Committee and individual Directors on the basis of the various parameters.
Separate exercise was carried out to evaluate the performance of Whole Time Director on
basis of the parameters such as contribution, independent judgment, effective leadership
to the Board, safeguarding of minority shareholders interest etc. Based on set parameters,
the performance of the Board, various Board Committees vi z. Audi t Committee, Stakeholder
s 'Relationship Committee, Nomination and Remuneration Committee and Independent Directors
was carried out and evaluated to be satisfactory.
During the year under review, the Independent Directors of your Company carried out the
performance evaluation of Non- Independent Directors and Chairperson at a separate meeting
of Independent Director held on 26.09.2022. The Directors were satisfied with the
Evaluation Results,
MANAGERIAL REMUNERATION:
The statement containing the disclosure as required in accordance with the provisions
of Section 197(12) of the Companies Act 2013 read with rule 5 (1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure
I. and forms a part of the Board Report. Further, none of the employees of the Company are
in receipt of remuneration
exceeding the limit prescribed under rule 5 (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 so statement pursuant to Section 197(12)
of the Companies Act 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is not required to be included.
DETAILS OF SUBSIDIARY / TOINT VENTURES / ASSOCIATE COMPANIES:
Your Company has no Subsidiary Company. Details of Associate Companies during the year
under review is annexed as Annexure II (i.e. in Form AOC - I) and forms part of the Board
Report.
AUDITORS & AUDITORS REPORT:
STATUTORY AUDITOR:
The Shareholders at their Annual General meeting held on 26.09.2022 appointed Ms.
Ranjit Jain & Co. Chartered Accountant (FRN 322505E), as statutory auditors of the
company to continue as such until the conclusion of the Annual General Meeting to be held
in 2024 at a remuneration to be decided by the Board of Directors in consultation with the
said auditors.
Pursuant to Section 141 of the Companies Act, 2013 read with the Companies (Audit and
Auditors) Rules, 2014, Ms. Ranjit Jain & Co. Chartered Accountant (FRN 322505E), have
represented that they are not disqualified and continue to be eligible to act as the
Auditor of the Company. Ms. Ranjit Jain & Co. Chartered Accountant (FRN 322505E) have
also confirmed that they have been subjected to the peer review process of the Institute
of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the Peer
Review Board of ICAI as required under Regulation 33(1)(d) of the Listing Regulations.
SECRETARIAL AUDITOR: Pursuant to the provisions of Section 204 of the Companies Act,
2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the Company has appointed Mrs. Dipika Jain, Company Secretary in Practice to undertake the
Secretarial Audit of the Company for the FY 2022-2023. The Report of the Secretarial Audit
Report is annexed herewith as Annexure III.
INTERNAL AUDITOR: Pursuant to the provisions of Section 138 of the Companies Act, 2013
and The Companies (Accounts) Rules, 2014 the Company M/s. Amresh Jain & Co., were
appointed to undertake the Internal Audit of the Company for 2 years i.e for the F.Y.
2022-23 & 2023-24. There stood no adverse finding & reporting by the Internal
Auditor in the Internal Audit Report for the year ended 31st March 2023.
AUDITOR REPORTS There are no qualifications, reservation or adverse remarks made by
M/s. Ranjit Jain & Co., Chartered Accountants, Kolkata, (Firm Registration
No.:322505E), the statutory Auditor, in their report.
The statutory Auditor have not reported any incident of fraud to the Audit committee of
the company in the year under review.
COMMITTEES:
i) AUDIT COMMITTEE:
The Audit Committee of the Board of Directors oversees the Financial Statements and
Financial Reporting before submission to the Board. The Audit Committee is responsible for
the recommendation of the appointment, remuneration, performance and oversight of the work
of the Internal and Statutory Auditors. It reviews the Reports of the Internal Auditors
and Statutory Auditors. The Senior Management Personnel are invited to the meetings of the
Audit Committee, along with the Head of Internal Audit. At present, there are three
Members of the Audit Committee. The composition of the Audit Committee is given below:
S.No. |
Name of Member |
Category |
1 |
Mr. Sambhu Nath Jajodia |
Chairman - Independent,
Non Executive |
2 |
Mr. Bijay Bagri |
Independent , Non
Executive |
3 |
Mr. Dilip Kumar Patni |
Non Independent, Non -
Executive |
ii) NOMINATION AND REMUNERATION COMMITTEE:
The committee's constitution and terms of reference are in compliance with provisions
of section 178 of Companies Act 2013 read with Regulation 19 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The functions of this Committee include
identification of persons who are qualified to become Directors and who may be appointed
as Senior Management, formulation of criteria for determining qualifications, positive
attributes, independence, recommendations of their appointments to the Board, evaluation
of every Director's performance, formulation of Remuneration Policy to include
recommendation of remuneration for Directors, Key Managerial Personnel and Senior
Management.
At present, there are Three Members of the Nomination and Remuneration Committee, in
which Two are Independent Directors.
The composition of the Nomination And Remuneration Committee is given below:
S.No. |
Name of Member |
Category |
1 |
Mr. Sambhu Nath Jajodia |
Chairman - Independent,
Non Executive |
2 |
Mr. Bijay Bagri |
Independent , Non
Executive |
3 |
Mr. Dilip Kumar Patni |
Non Independent, Non -
Executive |
iii) STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee is responsible to Consider & Resolve the
Grievances of Security holders including complaints related to transfer of shares, non
receipt of balance sheet, non receipt of declared dividends, Transfer & transmission
of shares, Issue of duplicate shares, Exchange of new design share certificates, Recording
dematerialization & rematerialization of shares & related matters.
The composition of the Stakeholders Relationship Committee is given below:
S.No. |
Name of Member |
Category |
1 |
Mr. Dilip Kumar Patni |
Chairman -
Non-Independent |
2 |
Mr. Kamal Nayan Jain |
Non-Independent |
3 |
Mrs. Vandana Patni |
Non-Independent |
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Your Company is committed to adhere to the highest standards of ethical, moral and
legal conduct of business operations. To maintain these standards, the Company encourages
its employees who have concerns about suspected misconduct to come forward and express
these concerns without fear of punishment or unfair treatment. The company has adopted a
Whistle Blower policy to establish a vigil mechanism for directors and employees to report
concerns about unethical behavior, actual or suspected fraud or violation of the Codes of
conduct or ethics policy. The said policy is hosted on the website of the company (www.occl.co.in)
RISK MANAGEMENT POLICY:
Pursuant to section 134(n) of Companies Act 2013 and revised clause 49 of Listing
Agreement, your company has a robust Risk management framework to identify, evaluate
business risk and opportunities. This framework seeks to create transparency, minimize
adverse impact on the business objectives and enhance the competitive advantage. The
framework has different risk models which help in identifying risk trends, exposure and
potential impact analysis at a company level. The said policy is hosted on the website of
the company (www.occl.co.in)
CORPORATE SOCIAL RESPONSIBILITY:
The Company had not taken any initiatives on the activities of Corporate Social
Responsibilities as the provisions relating to the same are not applicable to the Company.
EXTRACT OF ANNUAL RETURN:
Companies Act, 2013 makes mandatory for every company to prepare an extract in the
format prescribed MGT 9. The details forming art of the extract of Annual Return as on
31st March 2023 is annexed herewith as Annexure IV.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE:
There are no significant material orders passed by the Regulators / Courts/Tribunals
which would impact the going concern status of the Company and its future operations.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 :
Your Company being the Non-Banking Financial Company having the principal business of
providing loans, is exempted from the provisions of Section 186 of the Companies Act, 2013
to the extent of providing loans, giving guarantee and providing security in connection
with loan. However, the details of investments covered under the provisions of Section 186
of the Companies Act, 2013 are given in notes to the financial statement.
DEPOSITS:
Your company is non deposit taking NBFC registered with RBI, thus the said clause is
not applicable and the company does not accept any deposit. The Board of Directors has
duly passed a resolution in their meeting giving effect to the aforesaid statement.
CONTRACTS/ TRANSACTIONS / ARRANGEMENTS WITH RELATED PARTIES:
All contracts/ arrangements/transactions with related parties entered by the company
during the financial year were on an arm's length basis and were in the ordinary course of
business and the provisions of section 188 of the Companies Act 2013 are not attracted and
thus disclosure about details of contracts or arrangements or transactions with related
parties referred to in section 188(1) in Form AOC-2 is not required. During the year, the
Company had not entered into any contract / arrangement / transaction with related parties
which could be considered material in accordance with the policy of the Company on
materiality of related party transactions. There are no materially significant related
party transactions made by the Company with Promoters, Directors, Key Managerial Personnel
or their relatives or other designated persons which could have a potential conflict with
the interest of the Company at large.
All Related Party Transactions are periodically placed before the Audit Committee as
also the Board for approval. During the year under review the company has not taken any
omnibus approval from Audit committee. A Related Party policy has been devised by the
board of Directors for determining the materiality of transactions with related parties
and dealing with them. Further your directors draw your kind attention of the members to
Notes to the financial statements which sets out related party transactions.
CORPORATE GOVERNANCE REPORT:
As per Regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Corporate Governance provisions specified in regulations 17, 18, 19,
20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation
46 and para C , D and E of Schedule V shall not apply, in respect of (a) a listed
entity having paid up equity share capital not exceeding rupees ten crore and net worth
not exceeding rupees twenty five crore, as on the last day of the previous financial year.
As our company falls under above mentioned exception hence compliance with Regulation 27
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not
applicable to us. Therefore Corporate Governance Report for the year ended 31.03.2023 is
not prepared.
DISCLOSURES ON POLICY AGAINST SEXUAL AND WORKPLACE HARASSMENT :
The Company believes that it is the responsibility of the organisation to provide an
environment to its employee which is free of discrimination, intimidation and abuse and
also to protect the integrity and dignity of its employees and also to avoid conflicts and
disruptions in the work environment. Further there stood no cases filed during the year
under review.
COMPLIANCE WITH SECRETARIAL STANDARDS OF ICSI
The Board of Directors affirms that the Company has duly complied with the applicable
Secretarial standards (SS) relating to Meetings of the Board (SS-1) and General Meetings
(SS-2) issued by the Institute of Company Secretaries of India which have mandatory
application during the year under review.
DISCLOSURES PERTAINING TO MAINTENANCE OF COST RECORDS PURSUANT TO SECTION 148(1) OF THE
COMPANIES ACT, 2013
The Company is not required to maintain cost records as specified u/s 148(1) of the
Companies Act, 2013 read with the applicable rules thereon for the FY 2022-2023. Hence the
said clause is not applicable to the Company with respect to its Rs. nature of business.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGOES:
Since the Company does not own any manufacturing facility, the requirements pertaining
to disclosure of particulars relating to conservation of energy, technology absorption and
foreign exchanges earning and outgo, as prescribed under the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, are not applicable.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the financial year under review, the company has not taken from any Bank and
further there stood no instance of onetime settlement with any Financial Institution.
DIRECTORS RESPONSIBILITY STATEMENT:
Your Directors to the best of their knowledge and belief and according to the
information and explanation obtained by them, make the following statement in terms of
clause (c) of sub-section (3) of section 134 of Companies Act 2013 that OCTAL
CREDIT CAPITAL LIMITED Annual Report 2022-2023
a) In the preparation of the annual accounts for the Financial year ended on 31st March
2023, 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 as at 31st March 2023 and of the Losses
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 Companies Act 2013 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;
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.
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
ACKNOWLEDGEMENTS:
Your Directors take the opportunity to thanks the Regulators, Organizations and
Agencies for the continued help and co-operation extended by them. The Directors also
gratefully acknowledge all stakeholders of the Company viz. customers, members, vendors,
banks and other business partners for the excellent support received from them during the
year. The Directors place on record their sincere appreciation to all employees of the
Company for their unstinted commitment and continued contribution to the Company.
On Behalf of the Board of Directors
Place: Kolkata |
D. K. Patni |
Date : 29th
Day of May, 2023 |
Chairman |