Dear Members,
Your directors are pleased to present their Twenty-Seventh Report together with Audited
Financial Statements for the year ended March 31, 2024.
FINANCIAL HIGHLIGHTS:
The summary of financial performance of the Company for the year under review is as
given below;
(Rs. in lakhs}
|
Standalone |
Consolidated |
Particulars |
For the Year ended March 31, 2024 |
For the Year ended March 31, 2023 |
For the Year ended March 31, 2024 |
For the Year ended March 31, 2024 |
Total Income |
4,747.96 |
2,608.73 |
10,223.92 |
5,053.94 |
Profit before Depreciation & Tax |
4,496.78 |
2,364.91 |
9,838.90 |
4,701.57 |
(-} Depreciation |
2.16 |
1.71 |
2.28 |
1.71 |
Profit/(Loss) before Tax |
4,494.62 |
2,363.20 |
9,836.62 |
4,699.86 |
(-} Tax Expenses |
982.51 |
420.48 |
2263.60 |
993.71 |
Profit/(Loss) after Tax |
3,512.11 |
1,942.72 |
7,573.02 |
3,706.15 |
(+} Other Comprehensive Income |
1,46,961.62 |
3,925.76 |
3,84,453.97 |
58,702.51 |
Total Comprehensive Income for the year |
1,50,473.73 |
5,868.48 |
3,92,026.99 |
62,408.66 |
FINANCIAL PERFORMANCE:
Total Income;
On a standalone basis, total income for FY 2023-24 of Rs. 4,747.96 lakhs compared to
Rs. 2,608.73 lakhs of the previous year, mainly due to higher gain on fair value changes
of mutual fund and other investments, which was Rs. 2,288.84 lakhs for the current year as
compared to Rs. 56.03 lakhs in the previous year.
On a consolidated basis, total income was Rs. 10,223.92 lakhs, as compared to Rs.
5,053.94 lakhs in the previous year, mainly due to higher dividend income, which was Rs
5,512.20 lakhs for FY 2023-24 as compared to Rs 4,624.80 lakhs in the previous year, and
higher gain on fair value changes of mutual funds and other investments of Rs 4,455.22
lakhs as compared to Rs. 121.86 lakhs in the previous year.
During the year, equity market performance for India was one of the best over the last
three years due to various contributing factors like good domestic inflows, buoyancy in
tax collections, stable monetary policies, GDP growth around 8.2% etc. as a result BSE
Sensex rose by 24.9% over last year.
Expenses:
On a standalone basis, the total expenses for FY 202324 at Rs. 253.34 lakhs were
marginally higher compared to previous year's Rs. 245.53 lakhs year. The increase was
mainly due to higher employee benefit expenses. On consolidated basis, the total expenses
for FY 2023-24 were Rs. 387.30 lakhs as compared to Rs. 354.08 lakhs for the previous year
mainly due to increase in employee benefit expenses and investment expenses.
Profit After Tax:
Standalone Profit after Tax for FY 2023-24 was Rs. 3,512.11 lakhs as compared to Rs.
1,942.72 lakhs during the previous year, mainly due to higher revenue.
Consolidated Profit after Tax for FY 2023-24 was Rs. 7,573.02 lakhs as compared to Rs.
3,706.15 lakhs during the previous year, mainly due to higher revenue.
The cashflow arising from the profits for the year has been deployed in the business.
Amounts proposed to be carried to reserves:
An amount of Rs. 702.42 lakhs has been transferred to Special Reserve in standalone
financial statements as per the statutory requirements. The Company has not transferred
any amount to General Reserves during the year.
DIVIDEND:
With a view to conserve resources in the volatile environment and to maintain
sufficient funds for investment and working capital requirements, your directors consider
it prudent not to recommend any dividend for the year under review.
MANAGEMENT DISCUSSION AND ANALYSIS:
a. Industry Structure & Developments, Opportunities and Future Outlook:
Global economy has slowed down considerably, growing around 3% during Calendar Year
('CY'} 2023 due to various factors like inflation, high interest rates and geopolitical
conflicts. CY2024 growth is also expected to be on similar lines. India
on the other hand has benefitted from stable macroeconomic situation and declining
inflation with the GDP expanding by 8.2% in FY 2023-24. The RBI has projected inflation of
4.5 % and GDP growth of 7.2% for FY 2024-25 considering strong infrastructure push by the
Government, expectation of a good monsoon and buoyancy in tax collections.
The Company is a Non-Banking Financial Company (NBFC') registered with the
Reserve Bank of India as a Non-Deposit Accepting NBFI and derives most of its revenue from
investments. Also, the value of the stocks, shares and bonds depends on the prevailing
capital markets scenario. The future success of the Company continues to depend on its
ability to anticipate the volatility of the financial markets, minimizing risks and
increasing returns through prudent investment decisions.
The investments of the Company are typically long-term in nature and predominantly in
the equity markets. The Company also invests in companies where it is a part of the
promoter group from a longterm perspective. All investments decisions are reviewed by the
Audit Committee and the Board of Directors, respectively, on a periodic basis.
b. Risks, Threats and Concerns:
Risk management comprises of identification, assessment, and prioritization of risks
followed by coordinated and economical application of resources to minimize, monitor and
control the probability and/ or impact of unfortunate events or to maximize the
realization of opportunities.
The Risk Management Committee (RMC') of the Board of Directors manages and
monitors the Company's risks, as detailed herein below under the heading Risk
Management Process.
c. Internal control systems and their adequacy:
The Company has an adequate internal audit and control system commensurate with its
size and nature of business to ensure operational efficiency, accuracy and promptness in
financial reporting and compliance of various laws and regulations. The Audit Committee of
the Board of Directors reviews the Internal Audit Report and the adequacy and
effectiveness of internal controls periodically.
d. Human Resources:
Employee relations continued to remain cordial during the year under review. As on
March 31, 2024, there were 5 (Five) employees including Key Managerial Personnel
(KMP') of the Company.
e. Significant Changes in Key Financial Ratios (i.e., change of 25% or more as compared
to immediately previous financial year) and Change in Return on Net Worth as compared to
the immediately previous financial year, along with a detailed explanation thereof:
Return on Net Worth for FY 2023-24: 0.90%
Return on Net Worth for FY 2022-23: 0.81%
Change in return on Net Worth as compared to immediately preceding financial year: 11%
As compared to the previous year, the Company's Return on Net Worth and Net Profit has
increased on account of higher Net gain on fair value changes of mutual funds and other
investments. Except for this, there is no significant change (i.e. change of more than
25%) in any other key financial ratios during the current financial year as compared to
immediately preceding financial year.
CAUTIONARY STATEMENT:
Statements in the Management Discussion and Analysis describing the Company's
objectives, projections, estimates and expectations may constitute forward looking
statements within the meaning of applicable laws and regulations. Actual results
might differ materially from those either expressed or implied.
SHARE CAPITAL
During the year under review, there was no change in the Share capital of the Company.
MATERIAL CHANGES AND COMMITMENTS:
There are no material changes and commitments affecting the financial position of the
Company which have occurred between the end of the financial year on March 31, 2024, to
which the financial statements relate and the date of this report.
CONSOLIDATED FINANCIAL STATEMENTS:
In accordance with Section 129(3) of the Companies Act, 2013 (the Act') and
Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, (the Listing Regulations') the
Consolidated Financial Statements of the Company and its subsidiaries, including the
statement containing salient features of the financial statements of all the subsidiary
companies of the Company as set out in prescribed Form No. AOC-1, forms part of this
Annual Report.
The Consolidated Financial Statements have been prepared in accordance with the
applicable Indian Accounting Standards issued by the Institute of Chartered Accountants of
India.
SUBSIDIARY COMPANIES:
There were no changes in the subsidiaries or associates during the year under review.
However, pursuant to the Share Purchase Agreement entered by Instant Holdings Limited
(Instant), the Company's wholly owned subsidiary, has sold its entire shareholding in
Sudarshan Electronics and TV Limited (Sudarshan) on May 7, 2024. Consequently, Sudarshan
has ceased to be a subsidiary of Instant and step down subsidiary of the Company with
effect from that date.
Further, the Financial Statements of the subsidiaries for the year ended March 31, 2024
are uploaded on the website of the Company in accordance with Section 136 of the Act. The
Financial Statements of these subsidiaries and the other related information will be made
available to any Member of the Company seeking such information and also available for
inspection at the Registered Office of the Company.
As required under Regulation 16(1 )(c) of the Listing Regulations, the Company has
formulated the Policy on Materiality of Subsidiaries and the same is published on the
Company's website at
https://www.summitsecurities.net/files/corporate
governance/PolicvonMaterialSubsidiarv.pdf
DIVIDEND DISTRIBUTION POLICY
Pursuant to Regulation 43A of the Listing Regulations as amended upto date, the Company
has adopted a Dividend Distribution Policy. The same is published on the Company's website
at
https://www.summitsecurities.net/files/
DividendDistributionPolicv.pdf
RISK MANAGEMENT POLICY/ PROCESS:
The Company has constituted the Risk Management Committee (RMC) in
accordance with Regulation 21 of the Listing Regulations and the Guidelines on Corporate
Governance (Guidelines) issued by the Reserve Bank of India (RBI)
as applicable to the Company. The terms of reference of the RMC are in accordance with the
aforesaid Guidelines, the Act and the Listing Regulations.
The RMC had formulated a Risk Management Policy. This policy defines a process to
ensure that a structured, disciplined and consistent risk strategy, providing guidance for
risk activity within the Company by embedding Enterprise Risk Management within the
culture of the business is in place.
One of the elements in the Risk Management Process as defined in the Risk Management
Policy, is identification and assessment of risks. The identified risks pertaining to the
nature of business carried out by the Company comprise of Strategic Risk, Operational
Risk, Sectoral Risk, ESG related risks, Capital Market Fluctuations Risk, Regulatory &
Compliance Risk, Human Resource Risk, Information and Technology Risk, Liquidity Risk etc.
Risk
mitigation measures are also reviewed alongside the identified risks. A report on risk
evaluation and mitigation covering the elements of risks, impact and likelihood,
mitigation measures and risk assessment is periodically presented before the RMC for
review and placed before the Board of Directors for information.
RELATED PARTY TRANSACTIONS:
The Company has in place a Policy on Related Party Transactions for purpose of
identification and monitoring of Related Party Transactions. The policy was last revised
and approved by the Board of Directors on February 10, 2022, and is published on the
Company's website at
https://www.summitsecurities.net/files/corporate
governance/RelatedPartvTransactionPolicv.pdf
The Company had not entered into any transaction with related parties during the year
under review which requires reporting in Form No. AOC-2 in terms of the Section 134(3) and
188(1) of the Act read with Rule 8(1) of the Companies (Accounts) Rules, 2014.
There are no relationships between the Directors interse nor any relationship between
the Key Managerial Personnel (KMP) inter-se.
None of the Directors/KMP had any pecuniary relationships or transactions vis-a-vis the
Company except the sitting fees paid to Directors and remuneration paid to KMP's.
ANNUAL RETURN:
Pursuant to Section 134(3)(a) of the Act read with Section 92(3) of the Act and Rule 12
of the Companies (Management and Administration) Rules, 2014, Annual Return is published
on the Company's website at
https://www.summitsecurities.net/files/AGM/MGT-7/ MGT-7 FY23-24.pdf
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
Since the Company is registered as a Non-Banking Financial Company (NBFC) not accepting
public deposits, with the Reserve Bank of India and having its principal business of
making investments, the Company is accordingly exempted from the relevant provisions under
Section 186 (11) of the Act. Further, the Company has neither given any loans or advances
nor guarantees during the year under review.
PUBLIC DEPOSITS:
Since the Company is registered with the Reserve Bank of India as an NBFC not accepting
public deposits, it is exempted from the provisions of Section 73 of the Act.
Further, the Company has not accepted public deposits as defined under RBI's Master
Direction on NBFC- Acceptance of Public Deposit (Reserve Bank) Directions, 2016.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a. Directors:
Pursuant to the provisions of the Act and Articles of Association of the Company, Mr.
Hari Narain Singh Rajpoot (DIN: 00080836), Non-Executive Director, retires by rotation at
the Twenty-Seventh AGM and being eligible, has offered himself for re-appointment.
Based on the recommendations of the Nomination and Remuneration Committee, considering
their skills, expertise and experience and the declaration submitted by him and pursuant
to Section 149, 150 and 152, Schedule IV and other applicable provisions, if any, of the
Companies Act, 2013 (the Act) and the Rules made thereunder and Regulation 16,
17 and other relevant provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ('the Listing Regulations') as amended from time to time,
the Articles of Association of the Company and upon recommendation of the Nomination and
Remuneration Committee, the Board of Directors had:
(i) At their meeting held on May 16, 2024:
(a) appointed Mr. Rohin Feroze Bomanji (DIN: 06971089) as an Additional (Non-Executive,
Independent) Director of the Company for a term of Five (5) consecutive years w.e.f.
August 1, 2024, subject to the approval of the shareholders by means of special
resolution.
(b) considered and approved re-appointment of Mr. Ramesh Chandak (DIN: 00026581) as an
Independent Director for the second term of Five (5) consecutive years with effect from
September 27, 2024, subject to the approval of the shareholders by means of special
resolution;
(ii) At their meeting held on July 19, 2024, considered and recommended Appointment of
Mr. Sunil Kamlakar Tamhane (DIN: 03179129) as the Independent Director of the Company for
a term of Five (5) consecutive years with effect from September 16, 2024, subject to the
approval of the shareholders by means of special resolution.
Pursuant to Section 161 of the Act, Mr. Bomanji holds office from August 1,2024, upto
the date of this Annual General Meeting of the Company (AGM) and is eligible for
appointment as a Director.
Mr. Bomanji, Mr. Chandak and Mr. Tamhane, qualify to be Independent Directors pursuant
to Section 149 (6) and other applicable provisions of the Act, Rules made thereunder and
the Listing Regulations.
Accordingly, the Special Resolutions are being proposed by the Board of Directors for
members approval, at this AGM for approving the following directorships, who all, shall
not be liable for retirement by rotation during their tenure mentioned below:
(i) Appointment of Mr. Bomanji as an Independent Director of the Company for a term of
Five (5) consecutive years with effect from August 1, 2024 until July 31, 2029.
(ii) Appointment of Mr. Tamhane as an Independent Director of the Company for a term of
Five (5) consecutive years with effect from September 16, 2024 until September 15, 2029
(iii) Re-appointment of Mr. Chandak as an Independent Director of the Company for a
second term of Five (5) consecutive years with effect from September 27, 2024 until
September 26, 2029.
In compliance with Section 102(1) of the Act, Regulation 36(3) of the Listing
Regulations and Secretarial Standard-2 (SS-2) on General Meetings, necessary details have
been annexed to the Notice of the AGM.
b. Key Managerial Personnel:
During the year under review, based on the recommendations of the Nomination and
Remuneration Committee and the Audit Committee, the Board of Directors appointed Mr. Anand
Rathi as the Chief Financial Officer of the Company effective March 01, 2024, considering
the retirement of Mr. Paras Mal Rakhecha as Chief Financial Officer on February 29, 2024.
As on March 31, 2024, pursuant to the provisions of sub-section (51) of Section 2 and
Section 203 of the Act read with the rules framed thereunder, the following persons were
the Key Managerial Personnel of the Company as on March 31,2024:
1. Mr. Arvind Dhumal, Manager.
2. Mr. Anand Rathi, Chief Financial Officer; and
3. Ms. Jiya Gangwani, Company Secretary.
Mr. Arvind Dhumal was appointed as the Manager of the Company through an ordinary
resolution passed the members through postal ballot on December 19, 2021, for a period of
3 years commencing from November 16, 2021, until November 15, 2024.The present term of Mr.
Dhumal as Manager concludes on November 15, 2024. Upon recommendation of the Nomination
and Remuneration Committee, the Board of Directors of the Company at their meeting held on
May 16, 2024, have approved the re-appointment of Mr. Arvind Dhumal as Manager of the
Company for a period of three (3) years commencing from November 16, 2024 until November
15, 2027, subject to approval of members at the this AGM.
Accordingly, the Board recommends the reappointment of Mr. Arvind Dhumal as Manager of
the Company at the this AGM.
c. Declarations from Independent Directors:
In terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation
16 and other applicable provisions under Listing Regulations including any amendment(s)
thereof, the Company has received declarations from all the Independent Directors of the
Company that they meet with the criteria of independence as provided in the Act and the
Listing Regulations. There has been no change in the circumstances affecting their status
as an Independent Director during the year.
In the opinion of the Board of Directors, the Independent Directors of the Company
possess requisite qualifications, experience and expertise and they hold the highest
standards of integrity.
The Independent Directors have confirmed that they have registered and renewed, if
applicable, their names in the data bank maintained with the Indian Institute of Corporate
Affairs ('IICA'). In terms of Section 150 of the Act read with Rule 6(4) of the Companies
(Appointment & Qualification of Directors) Rules, 2014, all the Independent Directors
of the Company are exempted from undertaking the online proficiency self-assessment test.
The Independent Directors are in compliance with the provisions of Rule 6 of the Companies
(Appointment and Qualifications of Directors) Rules, 2014, as amended and applicable.
The Independent Directors of the Company had no pecuniary relationship or transactions
with the Company other than sitting fees and reimbursement of expenses, if any, incurred
by them for attending meeting of the Company.
d. Familiarization Programme for Independent Directors:
Pursuant to the Code of Conduct for Independent Directors specified under the Act and
Regulation 25(7) of the Listing Regulations, the Company familiarises its Independent
Directors on their roles, rights, responsibilities in the Company, nature of the industry
in which the Company operates and business model of the Company, etc. The note on this
familiarisation programme is also published on the Company's website at
https://www.summitsecurities.net/files/Note on Familiarisation Prog for Ind.pdf
MEETINGS OF THE BOARD OF DIRECTORS:
The Board of Directors met four times during the year ended March 31, 2024, the details
of the same are mentioned in the Corporate Governance Report, which forms part of this
Annual Report.
COMMITTEES:
As on March 31, 2024, the Committees comprised of mandatory committees as per the Act
and the Listing Regulations viz., Audit Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee and Risk Management Committee.
The non-mandatory committees comprise of the Asset Liability Management Committee and
IT Strategy Committee constituted as per applicable RBI guidelines. Details of the
composition of these committees along with the number of meetings held during the year and
other related details are set out in the Corporate Governance Report which forms part of
this Annual Report.
There have been no instances where the Board of Directors has not accepted the
recommendations of any of its committees, including the Audit Committee.
ANNUAL PERFORMANCE EVALUATION OF BOARD, ITS COMMITTEES AND DIRECTORS:
The Annual Evaluation, as required under the Act and the Listing Regulations, has been
carried out by the Board of Directors of its own performance, the performance of each
individual Director (including its chairperson) and its committees. For this purpose, an
Evaluation Questionnaire which was prepared considering the criteria for evaluation in
accordance with the Company's Nomination and Remuneration Policy, approved by
the Board of Directors on recommendation of the Nomination and Remuneration Committee,
taking into account the applicable provisions of the Act and the rules made thereunder,
the Listing Regulations read with the Circulars issued by SEBI in this regard, which
inter-alia covered various aspects such as participation in meetings, contribution to
strategic decision making, core governance and compliance, etc. The aforesaid Evaluation
Questionnaire was circulated to all the Directors and their responses were received in a
sealed envelope addressed to the Chairman of the Board of Directors and results thereof
were then discussed in the next meeting of the Board of Directors.
NOMINATION AND REMUNERATION POLICY:
Pursuant to the Act, SEBI Listing Regulations and NBFC Regulations, the Company has
constituted a Nomination and Remuneration Committee consisting of composition as defined
therein. The terms of reference of the Committee, inter alia, include dealing with
appointment and remuneration of Directors, Key Managerial Personnel and Senior Management
Personnel. The Policy inter-alia covers the criteria for determining qualifications,
positive attributes and independence of a director, etc.
The detailed Policy is given as Annexure A to this Report and is also published
on the Company's website at
https://www.summitsecurities.net/files/corporate governance/Nomination and Remuneration
Policv.pdf.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)(c) of the Act, your Directors to the best of their knowledge
and belief confirm that:
(a) in the preparation of the annual accounts, the applicable accounting standards have
been followed alongwith proper explanation relating to material departures, if any;
(b) such accounting policies have been selected and applied consistently and such
Judgements and estimates have been made that are reasonable and prudent to give a true and
fair view of the state of affairs of the Company in the Balance Sheet as at March 31,2024
and the Statement of Profit and Loss for the financial year ended March 31, 2024;
(c) proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities.
(d) the annual accounts have been prepared on a going concern basis.
(e) the proper internal financial controls were in place and that such internal
financial controls were adequate and were operating effectively.
(f) the systems to ensure compliance with the provisions of all applicable laws were in
place and that such systems were adequate and operating effectively.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has adopted vigil mechanism in the form of Whistle Blower Policy
(WBP') for directors and employees to report their concerns about unethical
behavior, actual or suspected fraud or violation of the Company's code of conduct or
ethics policy. The WBP is also published in the Company's website at
https://www.summitsecurities. net/files/corporate governance/Whistle BlowerPolicy.pdf
PARTICULARS OF EMPLOYEES:
a. A statement containing the Disclosures pursuant to Section 197(12) of the Act and
Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is attached as Annexure B to this Report.
b. The statements required under Section 197 read with Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the
Rules'), as amended, will be made available to any Member upon request. Any member
interested in obtaining a copy of the said statement may write to the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT, FOREIGN
EXCHANGE EARNINGS AND OUTGO:
The Company is an NBFC and engaged in investments and financial activities, its
operations do not account for substantial energy consumption. However, the Company adopts
all possible measures to conserve energy and at the same time several environment friendly
measures are adopted by the Company.
The provisions relating to research and development and technology absorption are not
applicable to the Company. During the year under review, there have been no transactions
in the Company relating to foreign exchange earnings and outgo.
CORPORATE SOCIAL RESPONSIBILITY:
Pursuant to the introduction of sub-section (9) under Section 135 of the Act vide the
Companies Amendment Act, 2020, which was effective from January 22, 2021, the Board of
Directors are empowered to perform the functions of CSR Committee as the annual
expenditure is below the threshold of Rs 50 Lakhs.
The CSR policy of the Company is published on the Company's website at
https://www.summitsecurities.net/ files/corporate governance/CSR Policv.pdf.
A report on CSR activities as required under the Companies (Corporate Social
Responsibility Policy) Rules, 2014 is attached as Annexure C to this Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
The Company was not in the Top 1,000 companies as per Market Capitalization as on March
31, 2024, at both the Stock Exchanges, where it is listed namely - BSE Limited and
National Stock Exchange of India Limited. Accordingly, the Company is not required to
submit a Business Responsibility and Sustainability Report (which replaces the earlier
requirement of a Business Responsibility report) in view of Regulation 34 read with
Regulation 3(2) of the SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015.
STATUTORY AUDITORS:
The shareholders of the Company had, at the Twenty- Fourth AGM held on September 24,
2021, had approved the appointment of M/s. Sharp & Tannan, Chartered Accountants (Firm
Registration No. 109982W) as statutory auditors of the Company to hold office from the
conclusion of Twenty-Fourth AGM till the conclusion of Twenty-Seventh AGM of the Company.
Accordingly, the term of M/s. Sharp & Tannan, Chartered Accountants (Firm
Registration No. 109982W) as statutory auditors of the Company concludes at the ensuing
Twenty Seventh AGM of the Company.
Further, M/s. Sharp & Tannan, Chartered Accountants had expressed their
ineligibility to continue as statutory auditors of the Company vide their letter dated
April 19, 2024, considering the applicability of guidelines for appointment of statutory
auditors of NBFC's as envisaged in RBI Circular no. RB1/2021-22/25 Ref. No. DoS. CD.ARG/
SEC.01/08.91.001/ 2021-22 dated April 27, 2021 (RBI Circular').
M/s. DMKH & Co, Chartered Accountants (Firm Registration No: 116886W) have
confirmed that they are eligible to act as the Statutory Auditors of the Company in
compliance with Section 139 and 141 of the Act read with rules made there under, Listing
Regulations and RBI Act, 1934, RBI Circulars read with other relevant Regulations /
Notifications / Circulars issued thereunder, to the extent applicable.
Based on the recommendation(s) of the Audit Committee, the Board has recommended the
appointment and remuneration of M/s. DMKH & Co (Firm Registration No: 116886W),
Chartered Accountants as statutory auditors of the Company to hold office from the
conclusion of Twenty-Seventh AGM till the conclusion of Thirtieth AGM of the Company,
subject to the approval of the members at the ensuing AGM.
Necessary resolution(s) and explanation(s) thereto as required under the Act read with
Rules made thereunder and Listing Regulations have been provided in the ensuing AGM notice
seeking approval of members on the aforesaid appointment.
INTERNAL AUDITORS:
M/s. V. S. Somani & Co, Chartered Accountants were the Internal Auditors of the
Company for FY 2023-24 They have consented to act as Internal Auditors of the Company for
FY 2024-25.
Based on the recommendations of the Audit Committee, the Board of Directors had, at
their meeting held on May 16, 2024, re-appointed M/s. V. S. Somani & Co., Chartered
Accountants as the Internal Auditors of the Company for FY 2024-25.
SECRETARIAL AUDITORS:
M/s. Parikh Parekh & Associates, Company Secretaries were appointed as the
Secretarial Auditors for conducting the Secretarial Audit in accordance with Section 204
of the Act for the year ended March 31, 2024. The Secretarial Audit Report prepared in
accordance with Section 134(3) and Section 204(1) of the Act in the prescribed Form No.
MR-3 by M/s. Parikh Parekh & Associates, Company Secretaries is attached as Annexure
D to this Report.
SECRETARIAL AUDIT OF MATERIAL UNLISTED SUBSIDIARY:
Although the provisions of Section 204(1) of the Act, read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to
Instant Holdings Ltd (Instant'), material unlisted subsidiary of the Company,
Secretarial Audit of the said subsidiary was carried for the year ended March 31,2024, in
accordance with Regulation 24A of the Listing Regulations. The Secretarial Audit Report of
Instant issued by M/s. Parikh Parekh & Associates, Company Secretaries is attached as Annexure
E to this Report.
EXPLANATION AND COMMENTS ON AUDITORS' REPORT AND SECRETARIAL AUDIT REPORT:
There is no qualification, reservation or adverse remark or disclaimer made either by
the Statutory Auditor in Auditors Report or by the Company Secretary in Practice
(Secretarial Auditor) in the Secretarial Audit Report.
Further, the Statutory Auditors have not reported any instances of fraud to the Central
Government and Audit Committee as per the provisions of Section 143(12) of the Act read
with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.
CORPORATE GOVERNANCE:
A report on Corporate Governance along with a certificate from the Auditors of the
Company stipulated pursuant to Regulation 34 of the Listing Regulations are annexed as Annexure
F to this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS:
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.
DETAILS OF PROCEEDING MADE OR PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
During the year under review, there were no proceedings made nor were any pending under
the Insolvency and Bankruptcy Code, 2016. There was no instance of onetime settlement with
Bank or Financial institution.
DETAILS OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS
OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the year under review, the Company had neither borrowed any amount nor were
there any pending loans from any bank, so the question of one-time settlement or valuation
in this regard does not arise.
CHANGE IN THE NATURE OF BUSINESS:
During the year under review, there was no change in the nature of business.
INTERNAL FINANCIAL CONTROLS:
Details in respect of adequacy on internal financial controls with reference to the
financial statements are stated in the Management Discussion and Analysis section of this
Report.
MAINTENANCE OF COST RECORDS:
The provisions of Section 148(1) of the Act are not applicable to the Company,
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:
The Board of Directors at their Meeting held on May 23, 2014, constituted Internal
Complaints Committee pursuant to Section 4 of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (the Act),
As per Section 6 of the Act, those organizations which have less than ten employees can
refer the complaints to the Local Committee instead of constituting Internal Committee,
Considering the Company had less than ten employees, the Board of Directors at its meeting
held on August 02, 2023 had dissolved the Internal Complaints Committee,
However, the Company has not received any complaint of sexual harassment during the
financial year 2023-24,
SECRETARIAL STANDARDS:
The Institute of Company Secretaries of India (ICSI) has currently mandated compliance
with the Secretarial Standards on board meetings and general meetings, During the year
under review, the Company has complied with the applicable Secretarial Standards issued by
ICSI,
ACKNOWLEDEMENTS:
Your Directors place on record their gratitude for the continued support and
co-operation extended by the Government authorities, banks, members and employees of the
Company,
On behalf of the Board of Directors
|
Ramesh Chandak |
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Chairman |
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DIN: 00026581 |
Date: July 19, 2024 |
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Place: Mumbai |
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