To
The Members of
Your Directors are pleased to present their 34th (Thirty Four) Report of the
Company together with the audited financial statements for the Financial Year ended on
March 31, 2024.
The performance highlights and summarized financial results of the Company are given
below:
1. INFORMATION ON STATUS OF AFFAIRS OF THE COMPANY
Income from operation for the year was Rs. 695.60 Lakhs as compared to Rs.
304.15 Lakhs in 2022-23, a growth of 56.28%
Profit Before Tax for the year was Rs. 309.96 Lakhs as compared to Rs. 186.64 in
2022-23, a increase of 39.79%
Profit After Tax for the year was Rs. 212.36 Lakhs as compared to Rs. 132.03
Lakhs in 2022-23, a increase of 37.83%
FINANCIAL RESULTS
(In Lakhs)
|
Standalone Consolidated |
Particulars |
March 31st, 2024 |
March 31st, 2023 |
March 31st, 2024 |
March 31st, 2023 |
Total Revenue |
695.72 |
304.42 |
1277.29 |
1957.20 |
Less: Total Expenditure |
385.76 |
117.78 |
1146.99 |
921.94 |
Profit/(Loss)before Tax |
309.96 |
186.64 |
14.40 |
1008.72 |
Less: Provision for Taxation |
- |
- |
- |
- |
Current Tax |
97.55 |
54.60 |
97.55 |
104.20 |
Short provision of Tax for earlier year |
- |
- |
(4.22) |
2.97 |
Deferred Tax Asset |
0.05 |
0.01 |
(212.50) |
227.96 |
Profit/(Loss) after Tax |
212.36 |
132.03 |
133.56 |
673.59 |
Add: Balance bought forward from last year |
- |
- |
- |
- |
Surplus available for appropriation |
- |
- |
- |
- |
Less: Appropriations |
- |
- |
- |
- |
Fixed Assets written off |
- |
- |
- |
- |
Transfer to reserve Fund u/s 45(IC) of RBI Act 1934 |
42.47 |
26.41 |
37.27 |
26.41 |
Surplus Carried to Balance Sheet |
- |
- |
- |
- |
2. DIVIDEND
The Board of Directors of the Company deems it appropriate to preserve the financial
resources of the Company for its future activities and therefore, did not recommend any
dividend on the Equity Shares for the financial year ended March 31, 2024.
3. TRANSFER TO RESERVES
Details of the amount transferred by the Company to RBI Reserve Fund Account as per the
provisions of Section 45-IC of the Reserve Bank of India Act, 1934 are given in the
Financial Statements of the Company for the year ended March 31, 2024 forming part of this
Annual Report.
4. CHANGE IN THE NATURE OF BUSINESS
There was no changes in the nature of the business of the Company during the financial
year 2023-24.
5. NAME OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES
OR ASSOCIATE COMPANIES DURING THE YEAR
During the reporting period, the Company has three wholly owned Subsidiaries named as
follows:
1. Credent Investment Private Limited
2. Credent Property Advisory Private Limited
3. Credent Asset Management Services Private Limited*
Hence, provisions of Section 129(3) of the Companies Act, 2013 relating to preparation
of consolidated financial statements are applicable and details of the same is annexed in
AOC-1 as Annexure-I.
6. DETAILS OF DEPOSITS COVERED UNDER CHAPTER V OF COMPANIES ACT, 2013
The Company, being a Non-Deposit accepting Non-Banking Finance Company, has not
accepted/ invited any deposits from the public during the financial year ended March 31,
2024 in terms of the provisions of Chapter V of the Companies Act, 2013 read with the
allied Rules and the Directions issued by Reserve Bank of India for Non-Deposit accepting
Non-Banking Finance Companies and shall not accept any deposits from the Public without
obtaining the prior approval of RBI.
7. RBI GUIDELINES
The company continues to fulfill all the norms and standards laid down by the Reserve
Bank of India for the Non-Banking Financial Company.
8. NBFC REGISTRATION
Your Company is a Non-Banking Financial Company (NBFC) registered with RBI as a NBFC-
Non Deposit taking - Non-Systematically Important under section 45 IA of the Reserve Bank
of India Act, 1934 bearing Registration no. 14.00242. Consequent to change in name of the
Company, RBI issued fresh CoR No. 14.00242 dated May 30, 2023, in the name of Credent
Global Finance Limited and consequently, CoR No. 14.00242 dated March 04, 1998 in the name
of M/s Oracle Credit Limited was cancelled.
9. REGISTERATION OF CREDIT INFORMATION COMPANIES (CIC'S) AS PER RBI NORMS
The Directors of the Company are happy to report that the Company get its membership
certificate from all CICs i.e., Credit Information Bureau (India) Limited (CIBIL), Equifax
Credit Information Services Private Limited (ECIS), Experian Credit Information Company of
India Private Limited, CRIF High Mark Credit Information Services Private Limited. A sound
rating/upgrade in a challenged business environment speaks volumes about the Company's
performance and its systems & processes.
10. DEMATERIALIZATION OF SHARES
The Company has connectivity with NSDL & CDSL for dematerialization of its equity
shares. The ISIN No INE727C01016 has been allotted for the Company. Therefore, the
investors may keep their shareholding in
the electronic mode with their depository Participant 92.40% of the Company's paid-up
Share Capital is in dematerialized form as on March 31, 2024 and balance 7.60% in physical
form.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Following are the details of Directors and Key Managerial Personnel (KMP) of the
Company as on March 31, 2024:
DIN No./ PAN |
Name of the Director/KMP |
Designation |
Date of Appointment |
Date of Resignation |
07002410 |
Mr. Aditya Vikram Kanoria |
Managing Director and Chief Financial Officer |
03/11/2021 |
NA |
06395827 |
Mr. Mandeep Singh |
Executive Director |
28/10/2021 |
NA |
06594845 |
Mr. Mohit K Chheda |
Non-Executive & NonIndependent Director |
03/11/2021 |
NA |
07739598 |
Mr. Sulabh Jain |
Non-Executive & Independent Director |
03/11/2021 |
NA |
08135535 |
Mrs. Shubhangi Agarwal |
Non-Executive & Independent Director |
28/10/2021 |
NA |
MRXPS7793C |
Ms. Preeti Sethi |
Company Secretary |
03/11/2021 |
NA |
During the year 2023-2024, there has been no change in the Board of Directors of the
Company.
**Further, Chief Executive Officer (CEO) has been appointed by the Board of Directors
of the Company on May 30th, 2024 for the Financial Year 2024-25.
Retirement by Rotation:
Mr. Mandeep Singh (DIN: 06395827), Executive Director of the Company, who retires by
rotation in accordance with the provisions of Section 152 of the Companies Act, 2013 at
the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
The detailed profile of Mr. Mandeep Singh has been included in the Notice convening the
ensuing AGM.
The Company has received intimation in Form DIR-8 pursuant to Rule 8 of the Companies
(Appointment and Qualification of Directors) Rules, 2014, to the effect that they are not
disqualified under section (2) of section 164 of the Companies Act, 2013. The Board
considers that his association would be immense benefit to the Company and it is desirable
to avail his services as Directors. Accordingly, the Board recommends the resolution
related to appointment of above directors for the approval of shareholders of the company.
12. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions contained in Section 134 (5) of the Companies Act, 2013,
Your Directors, confirm that:
i) In the preparation of the annual accounts for the financial year ended on March 31,
2024 the applicable Indian Accounting Standards have been followed and there are no
material departures from the same;
ii) The selected accounting policies were applied consistently and the Directors 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 March 31, 2024 and of the profit of the
Company for that period.
iii) 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;
iv) The annual accounts have been prepared on a 'going concern' basis.
v) The Internal financial controls have been laid by the Directors to be followed by
the Company and such financial controls are adequate and were operating effectively.
vi) Proper systems had been devised in compliance with the provision of the all
applicable laws and such systems were adequate and operating effectively.
13. EXTRACT OF ANNUAL RETURN
In accordance with the provisions of Companies (Amendment) Act, 2017, read with Section
134(3) of the Companies Act, 2013, the Annual Return, as on March 31, 2024 under Section
92 (3) of the Companies Act, 2013, is hosted on the website of the Company at https://credentglobal.com.
14. CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on Corporate
Governance along with the certificate from a Practicing Company Secretary certifying
compliance with conditions of Corporate Governance is part to this Report in Annexure-II.
15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the Financial Year 2023-24 as
required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is annexed to this Report as Annexure - III.
16. DETAILS OF THE BOARD MEETINGS HELD DURING THE YEARAPRIL 1st, 2023 TO MARCH 31st,
2024
The number of Meetings of the Board of Directors and the number of Meetings attended by
each Directors of Credent Global Finance Limited during the Financial Year 2023-2024 is
summarized in the table below:
Quarter |
Date of the Board Meeting |
Mr. Aditya Vikram Kanoria |
Mr. Mandeep Singh |
Mr. Mohit K Chheda |
Mr. Sulabh Jain |
Mrs. Shubhangi Agarwal |
April, 2023 to June, 2023 |
May 29th 2023 |
Present |
Present |
Present |
Present |
Present |
July, 2023 to Sep, 2023 |
August 14, 2023 |
Present |
Present |
Present |
Present |
Present |
|
August 18, 2023 |
Present |
Present |
Present |
Present |
Present |
Oct, 2023 to Dec, 2023 |
November 09, 2023 |
Present |
Present |
Present |
Present |
Present |
Jan, 2024 to March, 2024 |
February 14, 2024 |
Present |
Present |
Present |
Present |
Present |
17. SEPARATE MEETING OF INDEPENDENT DIRETORS
Independent Directors of the Company held their Separate meeting under Regulation 25(3)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule
IV of Companies Act, 2013 on Friday, March 29, 2024 at Registered office of the Company
(cum video conferencing) at Unit No. 609-A, 6th Floor, C-Wing, One BKC,
G-Block, Opposite bank of Baroda, Bandra Kurla Complex, Bandra (East), Mumbai-400051 to
evaluate their performance.
18. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION
143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.
During the year under consideration, Statutory Auditor and Secretarial Auditor have not
reported any instances of frauds committed in the Company under section 143(12) of the
Companies Act, 2013.
19. INDEPENDENT DIRECTORS DECLARATION
The Company has received the Declaration of Independence from its Independent Directors
i.e. Mr. Sulabh Jain (DIN: 07739598) and Ms. Shubhangi Agarwal (DIN: 08135535) confirming
that they meet the criteria of independence as provided in section 149(6) of the Companies
Act, 2013 read with Regulations 16 of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 and that they are not disqualified from continuing their
appointment as Independent Director is annexed to this Report as Annexure-IV.
During the year under review the Non- Executive Directors of the Company had no
Pecuniary relationship or transactions with the Company other than sitting fees,
commission, if any and reimbursement of expenses incurred for the purpose of attending the
meetings of the board or committees of the Company.
The Company has received requisite annual declarations/confirmations from all the
aforesaid Independent Directors. The Board of Directors of the Company is of the view that
Independent Directors fulfill the criteria of independence and they are independent from
the management of the Company.
The Company has noted that the names of all Independent Directors have been included in
the data bank maintained with the Indian Institute of Corporate Affairs, Manesar
(IICA'). Accordingly, all the Independent Directors of the Company have registered
themselves with IICA for the said purpose. In terms of Section 150 of the Act read with
the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended
thereof, both the Independent Directors are exempted from undertaking online proficiency
self assessment test conducted by the IICA.
20. DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TO
SECTION 134(3) (e) AND SECTION 178 (3)
The Company's Policy on Directors' appointment and remuneration and other matters
provided in Section 178(3) of the Act has been briefly disclosed hereunder and in the
Report on Corporate Governance, which is part of this Annual Report.
The NRC is responsible for developing competency requirements for the Board based on
the industry and strategy of the Company. The Board composition analysis reflects in-depth
understanding of the Company, including its strategies, environment, operations, financial
condition and compliance requirements.
In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI
Listing Regulations, the NRC has formulated the criteria for determining qualifications,
positive attributes and independence of Directors, the key features of which are as
follows:
> Qualifications - The Board nomination process encourages diversity of thought,
experience, knowledge, age and gender. It also ensures that the Board has an appropriate
blend of functional and industry expertise.
> Positive Attributes - Apart from the duties of Directors as prescribed in the Act,
the Directors are expected to demonstrate high standards of ethical behavior,
communication skills and independent judgment. The Directors are also expected to abide by
the respective Code of Conduct as applicable to them
The Directors affirm that the remuneration paid to Directors, Key Managerial Personnel
and employees is as per the Remuneration Policy of the Company.
The said Policy is also available on the website of the Company i.e.
https://credentglobal.com.
21. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with the
Companies (Meetings of Board and its Powers) Rules, 2014, the Company has formulated a
Whistle Blower Policy' for the Directors and Employees to report genuine concerns or
grievances about unethical behavior, actual or suspected fraud or violation of the
Company's Code of Conduct and provides safeguard against victimization of director or
employees or any other person who avail the mechanism and also provide for direct access
to the Chairman of the Audit Committee in exceptional cases. The same is also uploaded on
the website of the Company at https://credentglobal.com.
During the year under review, no complaints have been received by the Company under
whistle blower policy/ Vigil Mechanism.
22. HUMAN RESOURCES
The Management has a healthy relationship with the officers and the Employee.
23. AUDITOR AND AUDITOR'S REPORT Statutory Auditor
In terms of provisions of Section 139 of the Companies Act, 2013, the Members of the
Company at 32nd Annual General Meeting (AGM) of the Company was held on September 29, 2022
appointed M/s. Kapish Jain & Associates, Chartered Accountant (Firm Registration No.
022743N) as Statutory Auditors of the Company for a period of five consecutive years, to
hold office from the conclusion of 32nd Annual General Meeting (AGM') till the
conclusion of the 37th Annual General Meeting (AGM').
The Statutory Auditor's report does not contain any qualifications, reservations,
adverse remarks or disclaimers, which would be required to be dealt with in the Boards'
Report.
Secretarial Auditor
M/s Devesh Arora & Associates, Practicing Company Secretaries (M. No.: 49034 and
COP.: 17860) was appointed as Secretarial Auditor of the Company for the financial year
2023-24 on August 14, 2023 pursuant to the provisions of Section 204(1) of the Companies
Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2024,
is annexed herewith as Annexure-V. Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
Internal Auditor
M/s B S Saini & Associates, Chartered Accountants, Delhi (Firm Registration No.
023359N) was appointed as Internal Auditor of the Company for the financial year 2023-2024
on November 09th, 2023 pursuant to the provisions of Section 138 of the
Companies Act, 2013 read with the Rule 13 of the Companies (Accounts) Rules, 2014.
The Report of the Internal Auditors is reviewed by the Audit Committee.
24. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS IN THEIR REPORTS
There were no qualifications, reservations or adverse remarks made by the Statutory
Auditors or Secretarial Auditors in their report.
25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES
ACT, 2013
The Company, being a Non-Banking Finance Company registered with the Reserve Bank of
India and engaged in the business of giving loans and making investments, is exempt from
complying with the provisions of Section 186 of the Companies Act, 2013 in respect of
loans, guarantees and security provided by it. Accordingly, the disclosures of the loans
and guarantees given as required under the aforesaid Section have not been given in this
Report. Further, details of loans, guarantees and investments covered by the provisions of
section 186 of the Companies Act, 2013 are given in the notes to the financial statements.
26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review, all the contract or arrangement entered into by the
Company, if any, with its related parties were in ordinary course of business and on arm's
length.
Accordingly, the disclosure in Form AOC-2 as prescribed under Section 134 of the
Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is not required and
hence, the same is not attached with this Report. Details of transactions with related
parties have been provided in the notes to the Financial Statements of the Company.
Related Party Transactions Policy can be accessed at credentglobal.com.
27. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT
During the Financial Year 2023-2024 under review, there were certain material events
occurred which are mentioned below:
Issued and Allotted of Equity Shares on Rights Basis:
During the reporting period, the company has issued and allotted 33, 54,746 equity
shares of face value of Rs. 10/- through rights issue at the issue price of Rs. 140/-
dated August 18th, 2023.
Change of Name of the Company:
During the reporting period, the name of the Company has been changed from "Oracle
Credit Limited" to "Credent Global Finance Limited" vide Fresh Certificate
of Incorporation issued by the Registrar of
Companies, NCT of Delhi dated April 06th, 2023 and the same was approved by
Stock Exchange, i.e., BSE Limited dated April 18th, 2023.
Change in Registered Office of the Company From the NCT of Delhi to the State of
Maharashtra (Mumbai):
During the reporting period, the Registered office of the Company has been shifted from
the NCT of Delhi to the State of Maharashtra (Mumbai), vide Fresh Certificate of
Incorporation issued by the Registrar of Companies, Mumbai (Maharashtra) dated June 08th,
2023.
** NOC was issued by Reserve bank of India ("the RBI") Delhi Region with
respect to Shifting of RBI Region to Mumbai (Maharashtra) dated August, 13 th,
2024.
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO
The Company being a Non-Banking Finance Company (NBFC) does not have any manufacturing
activity. Thus, the provisions related to conservation of energy and technology absorption
are not applicable on the Company. However, the Company makes all efforts towards
conservation of energy, protection of environment and ensuring safety.
Further, details of foreign exchange earnings and outgo, details as mentioned below:
(Rs. In Lakhs)
Year |
Foreign Outgo |
Foreign Exchange Earning |
2023-24 |
NIL |
12.03 |
29. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF
THE COMPANY
Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company
has a structured Risk Management Policy duly approved by the Board of Directors. The Risk
Management process is designed to safeguard the Company from various risks through
adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in
order to minimize its impact on the business of the Company. The potential risks are
integrated with management process such that they receive the necessary consideration
during the decision making. It has been dealt in greater detail in Management Discussion
and Analysis Report annexed to this Report.
30. CORPORATE SOCIAL RESPONSIBILITY POLICY
Pursuant to the provisions of Section 135(1) of the Companies Act, 2013, the provisions
related to Corporate Social Responsibility (CSR) are applicable on companies having net
worth of rupees five hundred crore or more; or turnover of rupees one thousand crore or
more; or a net profit of rupees five crore or more. The present financial position of the
Company does not make it mandatory for the Company to undertake CSR initiatives or to
formulate CSR Policy during the Financial Year ended March 31, 2024. The Company will
constitute CSR Committee, develop CSR Policy and implement the CSR initiatives whenever
the same becomes applicable on the Company.
31. EVALUATION BY BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
In compliance with the provisions of the Act, and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the performance evaluation was carried out as
under:
Board:
In accordance with the criteria suggested by the Nomination and Remuneration Committee,
the Board of Directors evaluated the performance of the Board, having regard to various
criteria such as Board composition, Board processes, Board dynamics etc. The Independent
Directors, at their separate meeting, also evaluated the performance of the Board as a
whole based on various criteria. The Board and the Independent Directors were of the view
that performance of the Board of Directors as a whole was satisfactory.
Committees of the Board:
The performance of the Audit Committee, the Nomination and Remuneration Committee, the
Stakeholders Relationship Committee, the Investment Committee and the Risk Management
Committee was evaluated by the Board having regard to various criteria such as committee
composition, committee processes, committee dynamics etc. The Board was of the view that
all the committees were performing their functions satisfactorily.
Individual Directors:
In accordance with the criteria suggested by the Nomination and Remuneration Committee,
the performance of each director was evaluated by the entire Board of Directors (excluding
the director being evaluated) on various parameters.
Independent Directors, at their separate meeting, have evaluated the performance of Non
independent Directors and the Board as a whole; and of the Chairman of the Board, taking
into account the views of other Directors; and assessed the quality, quantity and
timeliness of flow of information between the Company's Management and the Board that is
necessary for the Board to effectively and reasonably perform their duties. The Board and
the Independent Directors were of the view that performance of the all the Directors as a
whole was satisfactory.
The evaluation framework for assessing the performance of the Directors includes the
following broad parameters:
> Relevant expertise;
> Attendance of Directors in various meetings of the Board and its Committees;
> Effective participation in decision making process;
> Objectivity and independence;
> Level of awareness and understanding of the Company's business;
> Professional conduct of the directors in various meetings of the Board and its
committees;
> Compliance with the Code of Conduct of the Company;
> Ability to act in the best interest of the Company.
32. INTERNAL FINANCIAL CONTROLS
The Company has laid proper and adequate systems of internal financial control
commensurate with the size of its business and nature of its operations with regard to the
following:
(i) Systems have been laid to ensure that all transactions are executed in accordance
with management's general and specific authorization.
(ii) Systems and procedures exist to ensure that all transactions are recorded as
necessary to permit preparation of financial statements in conformity with generally
accepted accounting principles or any other criteria applicable to such statements, and to
maintain accountability for aspects and the timely preparation of reliable financial
information.
(iii) Access to assets is permitted only in accordance with management's general and
specific authorization. No assets of the Company are allowed to be used for personal
purposes, except in accordance with terms of employment or except as specifically
permitted.
(iv) The existing assets of the Company are verified/ checked at reasonable intervals
and appropriate action is taken with respect to any differences, if any.
(v) Proper systems are in place for prevention and detection of frauds and errors and
for ensuring adherence to the Company's policies.
The Company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weaknesses in the design or operation were observed.
33. COMMITTEES OF BOARD
The Committees of the Board focus on certain specific areas and make informed decisions
in line with the delegated authority.
The following Committees constituted by the Board function according to their
respective roles and defined scope:
> Audit Committee
> Nomination and Remuneration Committee
> Stakeholders Relationship Committee
> Investment Committee
> Risk Management Committee
Details of composition, terms of reference and number of meetings held for respective
committees are given in the Report on Corporate Governance, which forms a part of this
Annual Report. Further, during the year under review, all recommendations made by the
various committees have been accepted by the Board.
** Investment and Risk Management Committee has been constituted to meet the
requirement of provisions of the RBI.
INVESTMENT COMMITTEE
The Investment Committee is constituted as per RBI guidelines and notifications. As on
March 31st, 2024, the Investment Committee of the Company comprises of two
Executive Directors i.e. Mr. Aditya Vikram Kanoria (Managing Director) as Chairman, Mr.
Mandeep Singh as Member and one Non-Executive Director, Mr. Mohit K Chheda as Member. The
Committee has been authorized to taken investment decisions of the Company with a view to
growth and expansion of Business of the Company.
RISK MANAGEMENT COMMITTEE
The Risk Management Committee is constituted as per RBI guidelines and notifications.
As on March 31st, 2024, the Risk Management Committee of the Company comprises of two
Executive Directors i.e. Mr. Aditya Vikram Kanoria (Managing Director) as Member, Mr.
Mandeep Singh as Chairman and one NonExecutive Director, Mr. Mohit K Chheda as Member. The
main object of this committee is to Identifies and analysis various risk associated with
business. It identifies risk at early stages and takes all necessary steps to avoid their
harmful effects. Information from past is analysed to recognise all possible future
unfortunate events.
Further, As per SEBI (LODR) Regulations, 2015, there is no requirement to constitute a
Risk Management Committee for the Company.
34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013 READ WITH ALLIED RULES
During the year under review, the company had less than ten employees. Hence the
company is not required to constitute Internal Complaint Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibitions and Redressal) Act, 2013.
Further no complaint has been received by the company during the year under the said Act.
35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the period under review, there were no significant and material orders passed by
the regulators/ courts or tribunals that would impact going concern status of the Company
and its future operations.
36. NON-BANKING FINANCIAL COMPANIES AUDITOR'S REPORT (RBI) DIRECTIONS, 2008:
Pursuant to the Non-Banking Financial Companies' Auditors' Report (Reserve Bank)
Directions, 2008, a report from the Statutory Auditors to the Board of Directors has been
received by your Company. This report has certified that the Company has complied with all
the directions and prudential norms as prescribed under the RBI Act, 1934.
37. PARTICULARS OF EMPLOYEES PURSUANT TO THE SECTION 197 (12) OF COMPANIES ACT AND RULE
5(1), 5(2) AND 5(3) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)
RULES, 2014
The information required pursuant to Section 197 read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies
(Particulars of Employees) Rules, 1975, in respect of employees of the Company and
Directors is furnished hereunder:
SR.NO. |
PARTICULARS |
REMARKS |
1. |
The ratio of the remuneration of each Director to the median remuneration of the
employees of the Company for the financial year. |
Not Applicable |
2 |
The percentage increase in remuneration of each Director, Chief Financial Officer,
Chief Executive Officer, Company Secretary or Manager, if any, in the financial year. |
Company Secretary-70% |
3 |
The percentage increase in the median remuneration of employees in the financial year. |
55.79% |
4 |
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. |
Average percentage increase in employees-: 40% Percentage increase in managerial
remuneration:- 70% |
5 |
Affirmation that the remuneration is as per the remuneration policy of the Company |
The Remuneration is paid as per the Remuneration policy of the Company. |
6 |
The number of Permanent employees on the Pay Rolls of the Company |
05 |
Statement of Particulars of Employees pursuant to the Section 197 (12) of Companies Act
and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014
a) Details of the employees employed throughout the Financial Year, was in receipt of
remuneration for that year which, in the aggregate, was not less than one crore rupees and
two lakh rupees.
Nil
b) Details of the employees employed for a part of the Financial Year and was in
receipt of remuneration for any part of that year, at a rate which, in the aggregate, was
not less than eight lakh and fifty thousand rupees per month;
Nil
c) If employed throughout the Financial Year or part thereof and was in receipt of
remuneration in that year which, in the aggregate, or as the case may be, at a rate which,
in the aggregate, is in excess of that drawn by the Managing Director or Whole-time
Director or Manager and holds by himself or along with his spouse and dependent children,
not less than two percent of the equity shares of the Company.
Nil
38. DISCLOSURE PERTAINING TO MAINTENANCE OF COST RECORD PERSUANT 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 Financial Year 2023-24.
Hence the clause is not applicable to the Company.
39. RISK MANAGEMENT POLICY
Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company
has a structured Risk Management Policy duly approved by the Board of Directors. The Risk
Management process is designed to safeguard the Company from various risks through
adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in
order to minimize its impact on the business of the Company. The potential risks are
integrated with management process such that they receive the necessary consideration
during the decision making. It has been dealt in greater detail in Management Discussion
and Analysis Report annexed to this Report.
40. COMPLIANCE WITH SECRETERIAL STANDARDS
Pursuant to Secretarial Standard issued by the Institute of Company Secretaries of
India, company has complied with the applicable secretarial standard i.e. SS-1 & SS-2
(Meetings of Board of Directors & General Meetings) respectively, during the year
under review.
41. LISTING FEES
The Listing Fees for the financial year 2024-25 has been paid by the Company to BSE
Limited i.e. the Stock Exchange where shares of the Company are listed.
42. SHARE CAPITAL
During the year under review the Company has made changes in the share capital and the
details of the same are as mentioned below:
a. Authorized Share Capital
The Authorised Share Capital of the Company has been increased from INR 10,00,00,000/-
(Indian Rupees Ten Crore Only) divided into 1,00,00,000 (One Crore) Equity Shares of INR
10/- each to INR
25,00,00,000/- (Indian Rupees Twenty Five Crores Only) divided into 2,50,00,000 (Two
Crore Fifty Lakhs) Equity Shares of INR 10/- each dated May 06th, 2023.
b. Issued, Subscribed & Paid-Up Capital
The paid up share capital of the Company was increased from INR 6,93,75,000/- (Six
Crores Ninety Three Lakhs Seventy Five Thousand Only) divided into 69,37,500 (Sixty Nine
Lakhs Thirty Seven Thousand Five Hundred) Equity Shares of INR 10/- each to INR
10,29,22,460 /- (Ten Crores Twenty Nine Lakhs Twenty Two Thousand Four Hundred Sixty Only)
divided into 1,02,92,246 (One crore Two lakhs Ninety Two Thousand Two Hundred Forty Six)
Equity Shares of INR 10/- each pursuant to Rights issue of INR 3,35,47,460/- divided into
33,54,746 equity shares of INR 10/- each.
43. OTHER INFORMATION
A. Issue of Equity Shares with differential rights
The Company has not issued any equity shares with differential rights so no disclosure
is required as per Rule 4 (4) of the Companies (Share Capital and Debentures) Rules 2014.
B. Issue of Sweat Equity Shares
The Company has not issued sweat equity shares, so no disclosure is required as per
Rule 8(13) of the Companies (Share Capital and Debentures) Rules 2014.
C. Issue of Employee Stock Options
The Company has not issued employee stock options, so no disclosure is required as per
Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014.
D. Provision of money by company for purchase of its own share by employees or by
trustee for the benefit of employees
The Company has not made any provision for purchase of its own share of employees or by
the trustee for the benefit of employees so no disclosure is required as per Rule 16(4) of
the Companies (Share Capital and Debentures) Rules 2014.
44. FAMILIARISATION PROGRAMMES
The Company familiarizes its Independent Directors on their appointment as such on the
Board with the Company, their roles, rights, responsibilities in the Company, nature of
the industry in which the Company operates, etc. through familiarization programme. The
Company also conducts orientation programme upon induction of new Directors, as well as
other initiatives to update the Directors on a continuing basis. The familiarization
programme for Independent Directors is disclosed on the Company's website https://credentglobal.com.
45. PREVENTION OF INSIDER TRADING
The Company has a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and certain designated employees of the
Company. The Code requires preclearance for dealing in the Company's shares and prohibits
the purchase or sale of Company shares by the Directors and 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 Directors and the designated employees have
confirmed compliance with the Code.
46. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER -SE
None of the Directors are related to each other.
47. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR:
During the reporting period, no application made or any proceeding is pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016).
48. 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 REASONS THEREOF:
During the reporting period, no such valuation has been conducted in the financial
year.
49. STATEMENT ON OTHER COMPLIANCES
Your Director's state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the reporting period:
a. Details relating to deposits covered under Chapter V of the Act.
b. Issue of equity shares with differential voting rights as to dividend, voting or
otherwise;
c. Issue of shares (including sweat equity shares) to employees of the Company.
50. WEBSITE OF THE COMPANY:
Company maintains a website https:credentglobal.com where detailed information
of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 have been provided.
ACKNOWLEDGEMENT
Your directors wish to express their grateful appreciation for the valuable support and
co-operation received from sub-brokers, business associates, vendors, bankers, financial
institutions, investors, stakeholders, registrar and share transfer agent, other business
affiliates and media.
The Board places on record its sincere appreciation towards the Company's valued
clients for the support and confidence reposed by them in the organization and the
stakeholders for their continued co-operation and support to the company and looks forward
to the continuance of this supportive relationship in future.
Your directors also place on record their deep sense of appreciation for the devoted
services of the employees during the year under review.
For and Behalf of Board Credent Global Finance Limited
(Formerly known as Oracle Credit Limited)
Aditya Vikram Kanoria |
Mohit K Chheda |
Managing Director |
Director |
DIN: 07002410 |
DIN: 06594845 |
Dated: August 14, 2024 |
|
Place: Mumbai |
|