DEAR MEMBERS,
Your Board of Directors have pleasure in presenting the 41st Annual
Report of the Company together with audited statements of Accounts for the financial year
ended 31st March, 2024.
FINANCIAL HIGHLIGHTS
The summarized financial results of the Company for the financial year
2023-24 are given hereunder:
(In Rs. ‘000)
Particulars |
2023-24 |
2022-23 |
Revenue from operations &
other income |
2770.91 |
6097.55 |
Operating Profit (EBITDA) |
(3814.07) |
3084.80 |
Finance Cost |
27.71 |
4.81 |
Profit before tax |
(3851.49) |
3088.67 |
Tax Expenses |
|
|
Current Tax: |
0.00 |
55.47 |
Deferred Tax: |
(1.61) |
0.00 |
Net Profit |
(3849.88) |
3033.20 |
BRIEF DESCRIPTION OF THE COMPANY'S STATE OF AFFAIRS
The Company is undergoing a major transformation, as it ushers in a new
era of leadership, and hence there shall be a change in Management and internal affairs of
the Company. Your Company's erstwhile promoter i.e. K K Modi Investment and Financial
Services Private Limited had entered into a Share Purchase Agreement (SPA) dated March 27,
2023 with Guruomega Private Limited ("Acquirer") for selling the entire promoter
shareholding in the Company aggregating to 2,57,440 (Two Lakh Fifty Seven Thousand Four
Hundred and Forty) Equity Shares, constituting 8.58% (Eight Point Five Eight Percent) of
the Fully Paid Up Equity Share Capital of your Company at price of Rs. 15.00/- (Rupees
Fifteen only).
Further, in terms of the SPA and post successful completion of the Open
Offer, the Acquirers will also acquire control over the Company, hence an offer was also
made under Regulation 4 of the SEBI (SAST) Regulations which shall be completed in due
course.
Further, the Acquirer is in the process of obtaining the approval of
the Reserve Bank of India (RBI) for change in management of the Company and acquiring
control over the Company.
The Company and its members are promised that this change will lead to
a more prosperous future for our company. Our new leaders are experienced and visionary,
and they are committed to helping us grow and succeed.
INCOME FROM OPERATIONS
During the year under review, the revenue from operations is Rs.
27,70,911 as compared to Rs. 60,97,550 during the previous year.
DETAILS OF SUBSIDIARY/ JOINT VENTURES /ASSOCIATE COMPANIES
The Company does not have any Subsidiary Company, Joint Ventures or
Associate Companies during the year under review.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
In pursuance of the provision of Section 135 of the Companies Act,
2013, the CSR provisions are not applicable to your Company.
DIVIDEND
In order to meet the future requirements of the Company, your Board of
Directors have decided not to recommend dividend for the Financial Year 2023-24.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ["Listing Regulations"] of the Listing Agreement
entered into with the Stock Exchanges and Circular/Notifications/Directions issued by
Reserve Bank of India from time to time, the Management Discussion and Analysis of the
financial condition and result of operations of the Company for the year under review is
presented in a separate section forming part of the Annual Report.
CORPORATE GOVERNANCE
As per the SEBI Circular No. SEBI/LAD-NRO/GN/2015-16/013 dated 2nd
September, 2015, of Securities and Exchange Board of India (Listing Obligations And
Disclosure Requirements) Regulations, 2015, the Paid up equity capital as on the last day
of previous Financial Year i.e. on 31st March 2024 and Net Worth both were not exceeding
the limit as given under the regulation 15 of the Securities and Exchange Board of India
(Listing Obligations And Disclosure Requirements) Regulations, 2015.
Therefore, in terms of the said circular the compliance with the
corporate governance provisions as 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 are not applicable to our Company during the year 2023-24
FINANCE
(i) Share Capital
The paid-up Share Capital as on 31st March, 2024 was Rs. 3,00,00,000.
During the year under review, the Company has not issued shares with differential voting
rights nor granted stock options nor sweat equity.
(ii) Public Deposits
The Company being a Non-Deposit Accepting Non-Banking Finance Company
(ND-NBFC), has not accepted any deposits from the public during the year under review and
shall not accept any deposits from the public without obtaining prior approval of the
Reserve Bank of India (RBI).
(iii) Particulars of loans, guarantees or investments
The Company, being an NBFC registered with the RBI and engaged in the
business of giving loans and making investments in ordinary course of its business, is
exempted from complying with the provisions of section 186 of the Act with respect to
Loans & Investments. Accordingly, the disclosures of the Loans & Investments given
as required under the aforesaid section have not been made in the financial statements of
the Company.
RBI GUIDELINES
As a Non-Deposit taking Non-Banking Finance Company, your Company
always aims to operate in compliance with applicable RBI laws and regulations and employs
its best efforts towards achieving the same.
NUMBER OF MEETINGS OF THE BOARD
During the financial year 2023-24, Eleven (11) Board Meetings were held
on April 26, 2023, May 01, 2023, May 19, 2023, August 12, 2023, August 16, 2023, August
29, 2023, November 09, 2023, December 05, 2023, December 29,
2023, January 08, 2024 and February 06, 2024 and as per Companies Act,
2013,the maximum interval between any two meetings was not more than 120 days.
CHANGES IN COMPOSITION OF BOARD OF DIRECTORS & KEY MANAGERIAL
PERSONNEL
a. Appointment/ Cessation
During the year under review i.e. Financial Y ear 2023 -24, following
changes occurred in the Composition of Board of Directors & Key Managerial Personnel
of the Company:
S.N O. NAME |
DESIGNATION |
PARTICULARS |
DATE OF EVENT |
1. Ms. Shobha Rustagi |
Independent
Director |
Resignation as Independent
Director |
January 01, 2024 |
2. Ms. Renu Kaur |
Independent
Director |
Appointment as Independent
Director |
January 08, 2024 |
3. Ms. Saloni Mehra |
Independent
Director |
Appointment as Independent
Director |
January 08, 2024 |
4. Ms. Princy Anand |
Company Secretary |
Resignation as Company
Secretary |
April 25, 2023 |
5. Mr. Raunak Gupta |
Company Secretary |
Appointment as Company
Secretary |
April 26, 2023 |
6. Mr. Raunak Gupta |
Company Secretary |
Resignation as Company
Secretary |
December 12, 2023 |
7. Ms. Drishti Sidhwa |
Company Secretary |
Appointment as Company
Secretary |
December 29, 2023 |
After closure of the Financial Year 2023-24 and till the date of this
report, no change occurred in the Composition of Board of Directors & Key Managerial
Personnel of the Company.
AUDIT COMMITTEE:
The Audit Committee of the Company was reconstituted due to the change
in the Directors of the Company and after reconstitution the committee consist of the
following members:
1. Ms. Renu Kaur
2. Mr. Abhijeet Yashwant Nagrale
3. Ms. Saloni Mehra
The Committee met 4 (Four) times on 19.05.2023, 12.08.2023, 09.11.2023
and 06.02.2024 during the financial year 202324. The minutes of the meetings of the Audit
Committee were discussed and taken note by the Board of Directors. The Statutory Auditor,
Internal Auditor and Executive Directors/ Chief Financial Officer are invited to the
meeting as and when required.
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of the Company was
reconstituted due to the change in the Directors of the Company and after reconstitution
the committee consist of the following members:
1. Ms. Beenu Agrawal
2. Mr. Abhijeet Yashwant Nagrale
3. Ms. Saloni Mehra
The Committee met 3 (Three) times on 26.04.2023, 28.12.2023 and
08.01.2024 during the financial year 2023-24. The minutes of the meetings of the
Nomination and Remuneration Committee were discussed and taken note by the Board of
Directors.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee of the Company was
reconstituted due to the change in the Directors of the Company and after reconstitution
the committee consist of the following members:
1. Ms. Beenu Agrawal
2. Mr. Abhijeet Yashwant Nagrale
3. Ms. Saloni Mehra
The Committee met 4 (Four) times on 15.04.2023, 15.07.2023, 15.10.2023
and 15.01.2024 during the financial year 202324. The minutes of the meetings of the
Stakeholders Relationship Committee were discussed and taken note by the Board of
Directors.
RISK MANAGEMENT COMMITTEE
The Company has constituted Risk Management Committee in pursuance to
the guidelines issued by the RBI through Scale Based Regulation which was applicable from
October 01, 2022.
The Risk Management Committee has been constituted on November 14,
2022, at the Board level in order to enable the Board to focus on risk management, The RMC
shall be responsible for evaluating the overall risks faced by the NBFC including
liquidity risk and will report to the Board, besides to assess the risk associated,
mitigation of such risk and formulation and continuous supervision of Risk Management Plan
for the Company.
As on March 31, 2024, The Risk Management Committee comprised of the
following directors of the Company:
1. Ms. Sanyam Tuteja
2. Mr. Beenu Agarwal
3. Mr. Abhijeet Yashwant Nagrale
The Committee met twice on 12.08.2023 and 10.11.2023 during the
financial year 2023-24. The minutes of the meetings of the Risk Management Committee were
discussed and taken note by the Board of Directors.
INDEPENDENT DIRECTOR MEETING
During F.Y. 2023-24, one (1) meeting of the Independent Directors was
held on 06.02.2024. The Independent Directors, inter-alia, reviewed the performance of
Non-Independent Directors, Board as a whole and Chairman of the Company, taking into
account the views of executive directors and non-executive directors.
b. Retire by Rotation
In accordance with Section 152 and other applicable provisions of
Companies Act, 2013, Ms. Beenu Agarwal, being Non-executive Director, retires by rotation
and being eligible offers herself for re-appointment at the ensuing
Annual General Meeting. The Board recommends her re-appointment.
c. Appointment of Women Director
With coming into force of the provisions of Companies Act, 2013, the
Board had already appointed Ms. Beenu Agarwal as Women Director on the Board of the
Company. Further, Ms. Renu Kaur and Ms. Saloni Mehra also joined the Board of Directors in
the capacity of Independent Director with effect from January 08, 2024.
d. Key Managerial Personnel
During the year under review i.e. FY 2023-24,
> Mr. Sanyam Tuteja, continued as Whole Time Director of the
Company;
> Ms. Princy Anand ceased to be Company Secretary (CS) of the
Company with effect from April 25, 2023 and in her place Mr. Raunak Gupta was appointed as
Company Secretary (CS) of the Company with effect from April 26, 2023.
> Mr. Raunak Gupta ceased to be Company Secretary (CS) of the
Company with effect from December 12, 2023 and in his place Ms.Drishti Sidhwa was
appointed as Company Secretary (CS) of the Company with effect
from December 29, 2023.
The Company has designated the Key Managerial Personnel of the Company
pursuant to the requirements of the applicable provisions of Companies Act, 2013 read with
its Rules, by the Board of Directors and their terms and conditions of the appointment and
remuneration was considered by the Board. The Company is fully compliant of the same.
e. Board's Independence
Our definition of "Independence" of Directors is derived from
Listing Regulations and Section 149(6) of the Companies Act, 2013. Based on the
confirmation/ disclosures received from the Directors and on evaluation of the
relationships disclosed, the following Non- Executive Directors are Independent in terms
of Listing Regulations of the Listing Agreement and Section 149(6) of the Companies Act,
2013:-
1. Ms. Renu Kaur |
(DIN: 10080402) (w.e.f.
08.01.2024) |
2. Ms. Saloni Mehra |
(DIN: 10062907) (w.e.f.
8.01.2024) |
3. Ms. Shobha Rustagi |
(DIN: 03503850) (upto
01.01.2024) |
4. Mr. Abhijeet Yashwant Nagrale |
(DIN: 05244787) (w.e.f.
14.11.2022) |
DIRECTORS' RESPONSIBILITY STATEMENT
In compliance of section 134(5) of the Act, the directors state that:
a) In the preparation of the annual financial statements for the year
under reporting, the applicable accounting Standards have been followed along with proper
explanation relating to material departures, if any;
b) Appropriate accounting policies have been selected, applied
consistently and judgment and estimates have been made that are reasonable and prudent so
as to give a true and fair view of the state of affairs of the company as at reporting
date and of the profit of the company for the year ended on that date;
c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013,
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;
d) The annual financial statements have been prepared on a going
concern basis;
e) Proper internal financial controls were in place and the financial
controls were adequate and operating effectively; and
f) Proper systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating effectively.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
& EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, Policy on Nomination and
Remuneration of Directors, Key Managerial Personnel, Senior Management and other employees
has been formulated including criteria for determining qualifications, positive
attributes, Independence of a Director and other matters as required under the said Act
and Listing Agreement.
The evaluation framework for assessing the performance of Directors
comprises of the following key areas
> Expertise;
> Objectivity and Independence;
> Guidance and support in context of life stage of the Company;
> Understanding of the Company's business;
> Understanding and commitment to duties and responsibilities;
> Willingness to devote the time needed for effective contribution
to Company;
> Participation in discussions in effective and constructive manner;
> Responsiveness in approach;
> Ability to encourage and motivate the Management for continued
performance and success;
The evaluation involves Self-Evaluation by the Board Member and
subsequently assessment by the Board of Directors. A member of the Board will not
participate in the discussion of his / her evaluation.
Accordingly, a process of evaluation was followed by the Board for its
own performance and that of its committees and individual Directors and also the necessary
evaluation was carried out by Nomination and Remuneration Committee and Independent
Director at their respective meetings held for the purpose.
RELATED PARTY TRANSACTIONS
The details of the transactions with related parties during the
Financial Year 2023-24 are provided in the accompanying financial statements. Form AOC-2
pursuant to Section 134 (3) (h) of the Act read with Rule 8(2) of the Companies (Accounts)
Rules, 2014 is attached as Annexure-A.
REMUNERATION OF THE DIRECTORS/KMPs/EMPLOYEES
The information required under Section 197 of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
clause (i) and (ii) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 as amended for the financial year ended 31 March, 2024:
Sr. No. Name of Director/ Key
Managerial Personnel |
Ratio of remuneration of
each director to the median remuneration of the employees |
% increase in remuneration
in the FY 2023-24 |
1. Executive Director Sanyam
Tuteja - Whole-Time Director |
1:1 |
Nil |
2. Non-Executive Directors |
|
|
Beenu Agarwal |
- |
|
Shobha Rustagi # |
- |
Nil |
Abhijeet Yashwant Nagrale |
- |
|
Renu Kaur & |
- |
|
Saloni MehraA |
- |
|
3. Key Managerial Personnel |
|
|
Princy Ananad$ |
0.13:1 |
Mil
Nil |
Raunak Gupta-CS * |
5.08:1 |
|
Pushpa Joshi - CFO |
0.72:1 |
|
</tr>
Drishti Sidhwa - CS@ |
0.46:1 |
|
# Resigned as Independent Director of the Company w.e.f. close of
business hours on January 01, 2024.
& Appointed as Independent Director of the Company w.e.f. January
08, 2024.
A
Appointed as Independent Director of the Company w.e.f. January
08, 2024.
$ Resigned as Company Secretary of the Company w.e.f. close of business
hours on April 25, 2023
* Appointed as Company Secretary of the Company on April 26, 2023 and
resigned from the Company w.e.f. close of
business hours on December 12, 2023.
@ Appointed as Company Secretary of the Company w.e.f. December 29,
2023.
Remaining disclosure under Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
Clause Under Rule 5(1)
Prescribed Requirement |
Particulars |
(iii) the percentage increase in
the median remuneration of employees in the financial year |
Nil |
(iv) the number of permanent
employees on the rolls of Company |
4 |
Clause Under Rule 5(1)
Prescribed Requirement |
Particulars |
(viii) Average percentile
increase already made in the salaries of employees other than the managerial personnel in
the last financial year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any exceptional
circumstances for increase in the managerial remuneration |
Nil |
( xii)
Affirmation that the remuneration is as per the remuneration policy of the Company |
It is hereby confirmed that
remuneration paid to Director/ KMP and other employees is as per the remuneration policy
of the Company. |
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of
the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, as
amended, the Annual Return (Form MGT-7) of the Company for the financial year ended March
31, 2024, is available on the website of the Company at
https://www.aarshyam.in/fresults23- 24.htm.
FRAUDS REPORTED BY AUDITORS UNDER SECTION 143
There have been no instances of fraud reported by the Statutory
Auditors under Section 143 of the Act read with relevant Rules framed thereunder either to
the Company or to the Central Government.
STATUTORY AUDITORS & THEIR REPORT
M/s. STRG & Associates, Chartered Accountants, having ICAI Firm
Registration No.014826N auditor of the company, audited the annual accounts of the
Company.
The Auditor's Report does not contain any qualification,
reservation or adverse remark.
SECRETARIAL AUDITORS & THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and Rules made there under, the Company had appointed Mr. Aakash Goel, Proprietor G Aakash
& Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of
the Company for the financial year 2023-24. The Secretarial Audit Report for financial
year 2023-24, has been appended as Annexure-B to this Report.
INTERNAL AUDITORS
Pursuant to provisions of Section 138 of Companies Act, 2013 and rules
made there under, Jain Rajeev & Associates, Chartered Accountants has been appointed
as Internal Auditors for the financial year 2023-24.
PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, EXPENDITURE
ON RESEARCH AND DEVELOPMENT, FOREIGN EXCHANGE INFLOW/OUTFLOW, ETC.
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies
Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014, are as below:
• Energy Conservation: During the period under review there has
been optimal Energy Conservation.
• Technology Absorption: During the period under review there was
no Technology Absorption.
• Foreign Exchange Earnings and Outgo: During the period under
review there was no foreign exchange earnings or out flow.
VIGIL MECHANISM
Your Company has established a ‘Whistle Blower Policy and Vigil
Mechanism' for directors and employees to report to the appropriate authorities
concerns about unethical behaviour, actual or suspected, fraud or violation of the
Company's code of conduct policy and provides safeguards against victimization of
employees who avail the mechanism and also provide for direct access to the Chairman of
the Audit Committee. The said policy has been uploaded on the website of the Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
There have been no 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.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN
FUTURE
There have been no significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status and company's
operations in future.
RISK MANAGEMENT POLICY AND INTERNAL CONTROL
The Board of Directors of the Company has duly adopted and approved a
Risk Management Policy and also has in place a mechanism to identify, assess, monitor and
mitigate various risks to key business objectives. Major risks identified by the
businesses and functions are systematically addressed through mitigating actions on a
continuing basis. These are discussed at the meetings of the Risk Management Committee,
Audit Committee and the Board of Directors of the Company from time to time. The
Company's internal control systems are commensurate with the nature of its business
and the size and complexity.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT 2013 READ WITH RULES
Pursuant to the requirements of Section 22 of Sexual Harassment of
Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rule 8 of
the Companies (Accounts) Rules, 2014, the company has complied with provisions as
prescribed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. Further, your Company has not received any complaint of sexual
harassment during the year under review.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR
During the period under review, neither any application has been made
nor any proceedings is pending in the name of the Company under the Insolvency and
Bankruptcy Code, 2016.
THE 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 period under review, the Company has not entered into any
one-time settlement with respect to loan from any banks or financial institutions.
ACKNOWLEDGEMENT
We are grateful to the Government of India, the Reserve Bank of India,
the Securities and Exchange Board of India, the Stock Exchanges, and other regulatory
authorities for their valuable guidance and support and wish to express our sincere
appreciation for their continued co-operation and assistance. We look forward to their
continued support in future.
We wish to thank our bankers, investors, rating agencies, customers and
all other business associates for their support and trust reposed in us. The Board of
Directors express their deep sense of appreciation for all the employees whose commitment,
co-operation, active participation, dedication and professionalism has made the
organization's growth possible.
Finally, the Directors thank you for your continued trust and support.
Form AOC - 2
(Pursuant to Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2)
of the Companies (Accounts)
Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered
into by the Company with related parties referred to in Section 188(1) of the Companies
Act, 2013 including certain arm's length transactions under fourth proviso thereto
1. Details of contracts or arrangements or transactions not at
arm's length basis: NONE
a. Name(s) of the related party and nature of relationship
b. Nature of contracts/arrangements/transactions
c. Duration of the contracts/arrangements/transactions
d. Salient terms of the contracts or arrangements or transactions
including the value, if any N.A.
e. Justification for entering into such contracts or arrangements or
transactions
f. Date(s) of approval by the Board
g. Amount paid as advances, if any
h. Date on which (a) the requisite resolution was passed in general
meeting as required under first proviso to
Section 188 of the Companies Act, 2013
2. Details of material contracts or arrangement or transactions at
arm's length basis: NONE
a. Name(s) of the related party and nature of relationship
b. Nature of contracts/arrangements/transactions
c. Duration of the contracts/arrangements/transactions
d. Salient terms of the contracts or arrangements or transactions
including the value, if any
e. Date(s) of approval by the Board, if any
f. Amount paid as advances, if any
All related party transactions are in the ordinary course of business
and on arm's length basis and are approved by Audit Committee of the Company.
Form No. MR-3
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2024
[Pursuant to section 204(1) of the Companies Act, 2013 and rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To
The Members
M/S AAR SHYAM INDIA INVESTMENT COMPANY LIMITED
Space No. 920, Kirti Shikhar Building, District Centre, JanakPuri, New
Delhi-110058
We have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by M/S Aar Shyam India
Investment Company Limited (hereinafter called the ‘Company'). Secretarial Audit
was conducted in a manner that provided me a reasonable basis for evaluating the corporate
conduct / statutory compliances and expressing my opinion thereon.
Based on our verification of the Company's books, papers, minute
books, forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit, We hereby report that in our opinion, the Company
has, during the period covered by our audit, that is to say, from April 01, 2023 to March
31, 2024 (hereinafter referred to as ‘Audit Period' or ‘Period under
Review'), complied with the statutory provisions listed hereunder and also that the
Company has proper Board-processes and compliance-mechanism in place to the extent, in the
manner and subject to the reporting made hereinafter.
We have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company till March 31, 2024, according to the
provisions of:
1. The Companies Act, 2013 (the ‘Act') and the Rules made
thereunder;
2. The Depositories Act, 1996 and the Regulations and Bye-laws framed
thereunder;
3. The Foreign Exchange Management Act, 1999 and the Rules and
Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings; and *
4. The Securities and Exchange Board of India Act, 1992 ("SEBI
Act") and the Regulations, circulars, guidelines issued thereunder;
5. The Securities Contracts (Regulation) Act, 1956 ("SCRA"),
rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the
Securities and Exchange Board of India ("SEBI");
6. Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015;
7. Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018;*
8. Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011;*
9. Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
10. Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018*;
11. Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021*;
12. Securities and Exchange Board of India(Issue and Listing of
Non-Convertible Securities) Regulations, 2021* and circulars/ guidelines issued
thereunder;
* no event took place in (*) mark acts/rules/regulations
We have also examined compliance with the applicable clauses of the
Secretarial Standards 1 and 2 issued by the Institute of Company Secretaries of India.
We report that during the Period under Review, the Company has complied
with the provisions of the Laws, Rules, Regulations, Guidelines, Standards etc. mentioned
above.
The summary of the non-compliances is as under:
S. No Action taken by |
Compliance
Requirement
(Regulations/
circulars
/guidelines
including specific
clause) |
Details of violation |
Details of action taken E.g.
fines, warning letter, debarment, etc. |
Observations/
Remarks |
1. Ministry of Corporate Affairs |
Section 137 of The Companies
Act, 2013 read with The Companies (Accounts) Rules, 2014 |
The Company has not filed Form
AOC-4 for the Financial Year 2022-23 |
|
Form AOC-4 for the Financial
Year 2022-23 is not filed till date. |
2. Ministry of Corporate Affairs |
Section 92 of The Companies
Act, 2013 read with the Companies (Management and Administration) Rules, 2014 |
The Company has not filed Form
MGT-7 for the Financial Year 2022-23 |
|
Form MGT-7 for the Financial
Year 2022-23 is not filed till date. |
3. The Stock Exchange (BSE
Limited) |
Regulation 27 of SEBI (LODR)
Regulations, 2015 |
Delayed Submission of
Certificate of NonApplicability of Corporate Governance within the period prescribed under
the regulation. (For quarter ended September 30, 2022) |
The
communication was received from the Stock Exchange dated 06/03/2024 |
The Company has filed the
Certificate on November 16, 2023 |
We further report that:
The Board of Directors of the Company is duly constituted with adequate
number of Executive Directors, Non-Executive Directors and Independent Directors.
There were changes in the composition of the Board of Directors during
the Period under Review. The changes are as under:
S. No. Name |
Designation |
Particulars |
Date of Event |
1. Ms. Shobha Rustagi |
Independent Director |
Resigned as Independent
Director |
January 01, 2024 |
2. Ms. Saloni Mehra |
Independent Director |
Appointed as Independent
Director |
January 08, 2024 |
3. Ms. Saloni Mehra |
Independent Director |
Appointed as Independent
Director |
January 08, 2024 |
As represented to us, adequate notice is given to all Directors to
schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven
days in advance or on a shorter notice with due approval of the Board, and a system exists
for seeking and obtaining further information and clarifications on the agenda items
before the meeting and for meaningful participation at the meeting.
Dissenting members' views were not required to be captured and
recorded as part of the minutes as there was no such instance.
We further report that there are adequate systems and processes in the
Company, commensurate with the size and operations of the Company, to monitor and ensure
compliance with the applicable Laws, Rules, Regulations and Guidelines.
We further report that during the Audit Period, the Company has not
undertaken any specific events / actions that can have a bearing on the Company's
compliance responsibility in pursuance of the above referred Laws, Rules, Regulations,
Guidelines, Standards, etc.
We have relied on information/records produced by the Company during
the course of my audit and the reporting is limited to that extent.
Annexure 1 To
The Members
Aar Shyam India Investment Company Limited Space No. 920, Kirti Shikhar
Building, District Centre,
JanakPuri, New Delhi-110058
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial records is the responsibility of the
management of the Company. Our responsibility is to express an opinion on these
secretarial records based on my audit.
2. We have followed the audit practices and the processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records.
We believe that the processes and practices we followed provide a
reasonable basis for our opinion.
3. Our Audit was based on examination, in physical or electronic form,
as feasible under the prevailing circumstances, of books and records maintained by the
Company.
4. We have not verified the correctness and appropriateness of
financial records and books of account of the Company as well as correctness of the values
and figures reported in various disclosures and returns as required to be submitted by the
Company under the specified laws, though we have relied to a certain extent on the
information furnished in such returns.
5. Wherever required, we have obtained Management Representation about
the compliance of Laws, Rules and Regulations and happening of events etc.
6. The compliance of the provisions of corporate and other applicable
Laws, Rules, Regulations and Standards etc. is the responsibility of management.
7. Our examination was limited to the verification of procedures on
test basis.
8. The Secretarial Audit Report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.