To,
The Shareholders,
Yamini Investments Company Limited
The Directors have pleasure in presenting their 39th Director Report
& Annual Report of the Company together with the Audited Statement of Accounts for the
year ended 31st March, 2022.
FINANCIAL RESULTS
The summary of the financial performance of the Company for the year
ended 31st March, 2022 as compared to the previous year is as below:
Particulars |
Year ended 31.03.2022 (Amount in Rs.) |
Year ended 31.03.2021 (Amount in Rs.) |
Total Income |
5,13,82,388.00 |
4,35,95,971.00 |
Total Expenditure |
4,85,49,174.00 |
4,09,71,771.00 |
Profit/(Loss) before Tax |
28,33,214.00 |
26,24,200.00 |
Profit/(Loss) After Tax |
20,96,574.00 |
19,41,910.00 |
Paid up Share Capital |
52,57,26,400.00 |
52,57,26,400.00 |
Reserve And Surplus |
14,70,44,942.00 |
14,49,48,368.00 |
FINANCIAL PERFORMANCE & HIGHLIGHTS
The Company has earned profit after tax of Rs. 20,96,574/- (Rs. Twenty
Lakhs Ninety Six Thousand Five Hundred Seventy Four Only) during the current financial
year as against Rs. 19,41,910/- (Rs. Nineteen Lakhs Forty One Thousand Nine Hundred Ten
Only) earned during the previous financial year. Profit before tax is 28,33,214/- (Rs.
Twenty Eight Lakhs Thirty Three Thousand Two Hundred and Fourteen only) as compared to
26,24,200/-(Twenty Six Lakhs Twenty Four Thousand Two Hundred only) in previous year.
RESERVES & SURPLUS
There is no amount transferred in general reserve or special reserve
from the Current year profit.
DIVIDEND
To maintain the liquidity of funds, the Board of Directors has decided
not to declare any dividend for this financial year 2021-22. The Board assures you to
present a much strong financial statements in coming years.
DEPOSITS
As on 31.03.2021, the company has not accepted any deposits within the
meaning of Section 73 (1) and 74 of the Companies Act, 2013 read together with the
companies (Acceptance of Deposits) Rules, 2014.
CHANGE IN NATURE OF BUSINESS
There is no change in nature of business of the Company during the
year.
CHANGES IN SHARE CAPITAL
The paid-up equity share capital as on 31st March, 2022 was
Rs. 52,57,26,400/- (Fifty Two Crore Fifty seven Lakhs Twenty Six Thousand four hundred).
There is no change in the capital structure of the company during the year, as no new
shares were issued and there is no capital reduction or restructuring done by the Company
during the period under consideration.
CORPORATE GOVERNANCE
As per the directions of SEBI and the Bombay Stock Exchange Ltd.,
accordingly the company has been adhering to the directions and guidelines as required.
The report on the code of corporate governance is annexedseparately in this Annual report.
REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION &
ANALYSIS:
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out by SEBI.
In compliance with Regulation 34 and Schedule V of SEBI (LODR)
Regulations 2015, report on the Corporate Governance, along with a certificate from the
Statutory Auditors of the Company on compliance with the provisions is annexed and forms
part of the Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The details of Energy, Technology, Absorption, Foreign Exchange
Earnings and Outgo are as under:
a) Conservation of Energy:
Since the company is not engaged in any industrial, manufacturing
activity, issues relating to conservation of energy are not quite relevant to its
functioning and has no particulars to report regarding conservation of energy and
technology absorption.
b) Technology Absorption:
Since the company is not engaged in any manufacturing activity, issues
relating to Technology Absorption are not quite relevant to its functioning.
c) Foreign Exchange Earnings/Outgo:
PARTICULARS OF LOAN, GUARANTEE AND INVESTMENTS UNDER SECTION 186
During the period under review, the loans, advance and guarantees were
provided by the Company under the provisions of Section 186 of Companies Act, 2013 is
given in the balance sheet and schedule of Loans and Advances.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
Save as mentioned elsewhere in this Report, no material changes and
commitments affecting the financial position of the Company has occurred between the ends
of the financial year of the Company 31st March, 2021 till the date of this
report.
RISK MANAGEMENT POLICY
The Board of Directors of the Company are of the view that currently no
significant risk factors are present which may threaten the existence of the company.
During the year, your directors have an adequate risk management policy
in place capable of addressing those risks. The company manages monitors and reports on
the principal risks and uncertainties that can impact its ability to achieve its strategic
objectives. The Audit Committee and Board of Directors review these procedures
periodically. The company's management systems, organizational structures, processes,
standards, code of conduct and behavior together form a complete and effective Risk
Management System (RMS).
DIRECTORS
The Board of the Company during the Financial Year was as follows:
Sr. No. Name Of Directors |
Designation |
Date of Appointment |
1. Mrs. Vandana Agarwal* |
Whole Time Director |
24.01.2013 |
2. Mr. Manish Dalmia |
Managing Director |
28.08.2021 |
3. Mr. Satanand Pandey |
Independent Director |
14.11.2018 |
4. Mr. Girish Verma |
Independent Director |
10.08.2019 |
5. Ms. Priti Rao |
Independent Director |
02.09.2020 |
The Companies Act, 2013, provides for the appointment of independent
directors. Sub-section (10) of Section 149 of the Companies Act, 2013 provides that
independent directors shall hold office for a term of up to five consecutive years on the
board of a company; and shall be eligible for re-appointment on passing a special
resolution by the shareholders of the Company.
Further, according to Sub-section (11) of Section 149, no independent
director shall be eligible for appointment for more than two consecutive terms of five
years. Sub-section (13) states that the provisions of retirement by rotation as defined in
Sub-sections (6) and (7) of Section 152 of the Act shall not apply to such independent
directors.
BOARD EVALUATION
Regulation 17 of SEBI (LODR) Regulations, 2015 of mandates that the
Board shall monitor and review the Board evaluation framework. The Companies Act, 2013
states that a formal annual evaluation needs to be made by the Board of its own
performance and that of its committees and individual directors. Schedule IV of the
Companies Act, 2013 states that the performance evaluation of independent directors shall
be done by the entire Board of Directors, excluding the director being evaluated
Pursuant to the provisions of section 134(3)(p) of the Companies Act,
2013 the evaluation of all the directors and the Board as a whole was conducted based on
the criteria and framework adopted by the Board. The evaluation process has been explained
in the corporate governance report section in this Annual Report. The Board approved the
evaluation results as collated by the nomination and remuneration committee.
MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF
ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance
evaluation of the Independent Directors was completed.
The evaluation framework for assessing the performance of directors of
your company comprises of contribution at meetings, strategies perspective or inputs
regarding the growth and performance of your company among others.
The performance evaluation of the Chairman and the Non-Independent
Directors was carried out by the Independent Directors. The Board of Directors expressed
their satisfaction with the evaluation process.
Details of program for familiarization of Independent directors of the
company are accessible on yours company website at
https://www.yaminiinvestments.com/policies.html.
NUMBER OF MEETINGS OF THE BOARD
The Board met 6 times during the financial year, the details of which
are given in the corporate governance report that forms part of this Annual Report. The
intervening gap between any two meetings was within the period prescribed by the Companies
Act, 2013.
The dates of Board Meetings are as follows:
05/06/2021, 29/06/2021, 03/08/2021, 28/2021,12/11/2021, 21/01/2022.
MEETING OF INDEPENDENT DIRECTORS:
Pursuant of the provision of Section 149 (8) of the Companies Act, 2013
read with Schedule IV and Regulation 25 of SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015, the Independent Directors of the Company held their
meeting and reviewed the performance of non- independent directors and the Board as a
whole including the Chairperson of the Company, views expressed by the executive directors
andnon- executive directors at various level, and quantified the quality, quantity and
timeliness of flow of information between the Company, management and the Board and
expressed satisfaction.
CHANGE IN DIRECTORS AND KMP DURING THE YEAR:
Sr. No. Name Of Directors |
Nature of change |
Date of change |
1. Mr. Alkesh Patidar |
Resignation from the post of Company Secretary Of the Company |
02.01.2022 |
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The policies of the Company on Directors' appointment and remuneration
including criteria for determining qualifications, positive attributes, independence of a
Director and other matters provided under sub-section (3) of Section 178 of the Act is
available on the website on this link:https://www.yaminiinvestments.com/policies.html
The policy of the Company on directors' appointment and remuneration,
including criteria for determining qualifications, positive attributes, independence of a
director and other matters provided under Subsection (3) of Section 178 of the Companies
Act, 2013, adopted by the Board, are stated in this Board report. We affirm that the
remuneration paid to the directors is as per the terms laid out in the nomination and
remuneration policy of the Company.
TRAINING OF INDEPENDENT DIRECTORS
Every new independent director of the Board attended an orientation
program. To familiarize the new inductees with the strategy, operations and functions of
our Company, the executive directors / senior managerial personnel make presentations to
the inductees about the Company's strategy, operations, product and service offerings,
markets, software delivery, organization structure, finance, human resources, technology,
quality, facilities and risk management.
The Company has organized the following workshops for the benefit of
Directors and Independent Directors:
(a) a program on how to review, verify and study the financial reports;
(b) a program on Corporate Governance;
(c) provisions under the Companies Act, 2013; and
(d) SEBI Insider Trading Regulation, 2015.
Further, at the time of appointment of an independent director, the
Company issues a formal letter of appointment outlining his/her role, functions, duties
and responsibilities as a director.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
During the year none of Companies became and ceased as Subsidiaries,
joint ventures or associate companies of the Company.
COMMITTEES OF THE BOARD
Currently, the Board has four committees: 1. Audit Committee, 2.
Nomination and Remuneration Committee,
3. Stake Holders Relationship Committee, 4. Risk Management Committee.
A detailed note on the Board and its committees is provided under the
corporate governance report section in this Annual Report.
DECLARATION AND DISCLOSURE BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent
director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria
of independence laid down in Section 149(6) of the Companies Act, 2013 and specified under
Regulation 16(1)(b) of the LODR Regulation, 2015 in respect of their position as an
"Independent Director" of Company.
Pursuant to the provisions of Section 134 of the Companies Act, 2013
with respect to the declaration given by the Independent Director of the Company under
Section 149(6) of the Companies Act, 2013, the Board hereby confirms that all the
Independent Directors have given declarations and further confirms that they meet the
criteria of Independence as per the provisions of Section 149(6) read with SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015.
INDEPENDENT DIRECTORS DECLARATIONS
In the opinion of the Board, the independent directors are,
individually, person of integrity and possess relevant expertise and experience.
The Independent Directors under section 149(6) of the Companies Act,
2013 declared that:
1. They are not a promoter of the Company or its holding, subsidiary or
associate company;
2. They are not directors in the company, its holding, subsidiary or
associate company.
3. The independent Directors have/had no pecuniary relationship with
company, its holding, subsidiary or associate company, or their promoters, or directors,
during the two immediately preceding financial years or during the current financial year;
4. None of the relatives of the Independent Directors have or had
pecuniary relationship or transaction with the company, its holding, subsidiary or
associate company, or their promoters, or directors, amounting to two percent or more of
its gross turnover or total income or fifty Lakhs rupees or such higher amount as may be
prescribed, whichever is lower, during the two immediately preceding financial years or
during the current financial year;
5. Independent Director, neither himself nor any of his relatives
? holds or has held the position of a key managerial personnel or is
or has been employee of the company or its holding, subsidiary or associate company in any
of the three financial years immediately preceding the financial year in which he is
proposed to be appointed;
¦ is or has been an employee or proprietor or a partner, in any
of the three financial years immediately preceding the financial year in which he is
proposed to be appointed, of
> a firm of auditors or company secretaries in practice or cost
auditors of the company or its holding, subsidiary or associate company; or
DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3)
(c) OF THE COMPANIES ACT, 2013
The financial statements are prepared in accordance with the Generally
Accepted Accounting Principles (GAAP) under the historical cost convention on accrual
basis.
GAAP comprises mandatory accounting standards as prescribed under
Section 133 of the Companies Act, 2013
('the Act'), read with Rule 7 of the Companies (Accounts) Rules, 2014,
the provisions of the Act (to the extent notified) and guidelines issued by the Securities
and Exchange Board of India (SEBI).
There are no material departures from prescribed accounting standards
in the adoption of these standards. The directors hereby confirm that:
1. In preparation of the annual accounts for the financial year ended
March 31, 2022, the applicable accounting standards have been followed.
2. 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 and of the profit and loss of the Company for that period.
3. The directors have taken proper and sufficient care towards 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.
4. The directors have prepared the annual accounts on a going concern
basis.
5. The directors have laid down internal financial controls, which are
adequate and are operating effectively.
6. The directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and such systems are adequate and operating
effectively.
AUDITORS
STATUTORY AUDITORS
M/s SSRV & Associates, Chartered Accountants, Firm Registration No.
135901W, Mumbai with Vishnu Kabra as signing partner were appointed as Statutory Auditors
of the Company from the financial year 2018-19 at the Annual General Meeting
("AGM") held during 2018 for a term of Three financial years commencing from
2018-19 and until 2021-22. Considering the performance and experience of M/s SSRV &
Associates, a resolution for re- appointing M/s. SSRV & Associates, Chartered
Accountants, as Statutory Auditors, with Satyendra Sahu as signing partner(s) for a second
term of five financial years has been proposed by the Board of Directors on the
recommendation of the Audit Committee and the said appointment is subject to approval of
the Shareholders at the ensuing Annual General Meeting.
AUDITOR'S REPORT
The Auditors have not made any qualification in their Audit Report
related to the financial statement. Their reports on relevant notes on accounts are
self-explanatory and do not call for any comments under section 134 of the companies Act,
2013.
SECRETARIAL AUDITOR
Mr. Akhil Agarwal, Practicing Company Secretary as a Secretarial
Auditor was appointed to conduct the Secretarial Audit of the Company for the financial
year 2021-22, as required under Section 204 of the Companies Act, 2013 and Rules there
under.
The Secretarial Audit report for FY 2021-22 forms part of the Annual
Report and part of the Board's report as Annexure-1.
INTERNAL AUDITOR
Vikas N Jain & Associates, (Chartered Accountants) performs the
duties of internal auditors of the company and his report is reviewed by the Audit
Committee from time to time.
COST AUDITORS
Appointment of Cost Auditor is not applicable to the Company. Hence,
the company has not appointed any Cost Auditor and cost accounts and records are not
required to maintain by the company.
During the year under review, the Statutory Auditor and Secretarial
Auditor have not reported any instances of frauds Committed in the Company by its Officers
or Employees, to the Audit Committee under Section 143(12) of the Act details of which
needs to be mentioned in this Report.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary course of the business.
There are no materially significant related party transactions made by the company with
Promoters, Key Managerial Personnel or other designated persons which may have potential
conflict with interest of the company at large.
SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:
During the year under review, no company became or ceased to be a
Subsidiary/Joint Venture/Associate of the Company.
POSTAL BALLOT:
No postal ballot was held during the year 2021-22.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT. 2013
No cases were filed during the Financial Year 2021-22 under Sexual
Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013. In
addition of the above the company has constitute "Internal Complaints Committee"
as per Section 4 of the Sexual Harassment of Women at workplace (Prevention, Prohibition
& Redressal) Act, 2013.
A. No of Complaint filed during the Financial Year 2021-22: NIL,
B. No of Complaint disposed during the Financial Year 2021-22: NIL,
C. No of Complaint pending as on end of the Financial Year 2021-22:
NIL,
CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
We view responsible conduct as a necessary input for long term business
success. We accept responsibility for our business, or employees and society. That is how
we define our corporate responsibility. But as per Section 135 of Companies Act, 2013 your
company is out of the preview of this responsibility.
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 Company believes in "Zero Tolerance"
against bribery, corruption and unethical dealings / behaviors of any form and the Board
has laid down the directives to counter such acts. The Code has been posted on the
Company's website www.yaminiinvestments.com.
The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees in their business
dealings and in particular on matters relating to integrity in the work place, in business
practices and in dealing with stakeholders. The Code gives guidance through examples on
the expected behavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have
confirmed compliance with the Code. All Management Staff were given appropriate training
in this regard.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Fraud and Risk Management
Policy to deal with instance of fraud and mismanagement, if any, in staying true to our
values of Strength, Performance and Passion and in line with our vision of being one of
the most respected companies in India, the Company is committed to the high standards of
Corporate Governance and stakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with
instances of fraud and mismanagement, if any. The FRM Policy ensures that strict
confidentiality is maintained whilst dealing with concerns and also that no discrimination
will be meted out to any person for a genuinely raised concern.
A high level Committee has been constituted which looks into the
complaints raised. The Committee reports to the Audit Committee and the Board. The Policy
has been posted on the Company's website www.yaminiinvestments.com.
RISK MANAGEMENT AND INTERNAL CONTROLS:
The Company has the risk management and internal control framework in
place commensurate with the size of the Company. However, Company is trying to strengthen
the same. The details of the risks faced by the Company and the mitigation thereof are
discussed in detail in the Management Discussion and Analysis report that forms part of
the Annual Report.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of 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 in
relation to the Company and during the period when the Trading Window is closed. The Board
is responsible for implementation of the Code.
All Board of Directors and the designated employees have confirmed
compliance with the Code.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company's operations in
future.
EXTRACT OF ANNUAL RETURNS
In accordance with Section 134(3)(a) of the Companies Act, 2013, an
extract of the annual return is annexed as Annexure -2.
1. The Paid-up capital of the Company is Rs. 52,57,26,400/- consisting
of 52,57,26,400 equity shares of face value of Re.1/- each.
2. The Board of Directors of the company consists of 6 Directors (as on
the date of the Adoption of Annual Return & Director Report) namely Mr. Manisha Dalmia
Managing Director, Mrs. Vandana Agarwal Director, Mr. Girish Verma Independent Director,
Mr. Satanand Pandey Independent Director, Ms. Priti Rao Independent Director and Ms.
Taniya Rao, Additional Executive Director of the Company.
3. The secured debt of the company is Nil.
4. The Promoters holding is consists of 9,12,45,500 equity shares of
Rs. 1/- each amounting to 17.36%. There was no un-paid dividend during the year.
CFO CERTIFICATION:
The Chief Executive Officer and Chief Financial Officer Certification
as required under Regulation 17(8) read with Part B of Schedule II of the SEBI(LODR)
Regulation, 2015 have been appended to this report in Annexure 4.
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:
In terms of the provisions of Section 197(12) of the Act read with Rule
5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement containing the disclosures pertaining to remuneration and other details as
required under the Act and the above Rules are as under.
The disclosures as specified under Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. The percentage
increase in remuneration of each Director, Chief Financial Officer and Company Secretary
during the financial year 2021-22, ratio of the remuneration of each Director to the
median remuneration of the employees of the Company for the financial year 2021-22 and the
comparison of remuneration of each Key Managerial Personnel (KMP) against the performance
of the Company are as under:
ACKNOWLEDGEMENTS
Your directors would like to acknowledge and place on record their
sincere appreciation to all stakeholders - Clients, Financial Institutions, Banks, Central
and State Governments, the Company's valued investors and all otherbusiness partners for
their continued co-operation and excellent support received during the year.
Your directors recognize and appreciate the efforts and hard work of
all the employees of the Company and their continued contribution to its growth.
|
By Order of the Board |
|
For YAMINI INVESTMENTS COMPANY
LIMITED |
|
Sd/- |
Sd/- |
|
Girish Verma |
Vandana Agarwal |
Place: Mumbai |
Director |
Director |
Date:10/08/2022 |
DIN:08524681 |
DIN:02347593 |