Dear Members,
TruCap Finance Limited
(formerly Dhanvarsha Finvest Limited)
Mumbai
Your directors are pleased to present the 29th Annual Report along with
the Audited Standalone and Consolidated Financial Statements of TruCap Finance Limited ("Company")
for the financial year ended March 31,2023 ("Report").
The equity shares of your Company are listed on BSE Limited ("BSE")
and National Stock Exchange of India Limited ("NSE"). The Company is
registered with the Reserve Bank of India ("RBI") as a Non-Deposit
accepting Non-Banking Financial Company ("NBFC") and is classified as a
Systematically Important Non-Banking Financial Company. Further, as per Scale Based
Regulation, issued by RBI on October 22, 2021, since the asset size of the Company as on
March 31, 2023, is below ' 1,000 crore, the Company falls under base layer.
Pursuant to the applicable provisions of the Companies Act, 2013
(including any statutory modification(s) or re-enactment(s) thereof, for time being in
force) ("Act") and the Securities and Exchange Board of India ("SEBI")
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing
Regulations"), Master Direction-Non-Banking Financial Company-Systemically
Important Non-Deposit taking Company (Reserve Bank) Directions, 2016, issued by RBI on
September 01, 201 6, as amended ("Master Direction"), and other
applicable circular(s)/notification(s) issued by RBI, this Report covers the financial
statements and other developments in respect of the Company, during the financial year
ended March 31,2023 and upto the date of the Board Meeting held on August 11,2023, to
approve this Report.
Dissemination of Annual Report in Electronic Mode
Pursuant to various circulars issued by the Ministry of Corporate
Affairs ("MCA") i.e., General Circular Nos. 14/2020 and 17/2020 dated
April 08, 2020 and April 13, 2020 respectively, General Circular No. 20/2020 dated May 05,
2020 and General Circular No. 10/2022 dated December 28, 2022 (collectively referred to as
"MCA Circulars") and Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 and
Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 issued by SEBI on May 13, 2022 and January 05,
2023 respectively (collectively referred to as "SEBI Circulars"),
relaxati on has been granted to the companies for sending physical copies of annual report
to the shareholders.
Accordingly, in compliance with the aforesaid circulars, electronic
copies of the notice of the 29th Annual General Meeting ("AGM") and
Annual Report for financial year ended March 31, 2023, will be sent to all the Members
whose e-mail addresses are registered with the Company/ Registrar and Share Transfer Agent
i.e., M/s. MCS Share Transfer Agent Limited ("RTA") and/or Depository
Participants ("DPs").
Further, the Annual Report for the financial year ended March 31,2023
will also be available on the website of the Company at www.trucapfinance.com and website
of BSE and NSE i.e., www.bseindia.com and www.nseindia.com.
Financial Highlights
A summary of the financial performance of the Company, on standalone
and consolidated basis, for the financial year 2022-23 as compared to the previous
financial year 2021-22 is given below:
(Rs in lakhs)
Particulars |
Consolidated |
Standalone |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Gross Total Income |
12,380.47 |
7,598.20 |
12,395.87 |
7,005.65 |
Profit before finance cost, depreciation, exceptional items |
6,096.92 |
3,629.50 |
6,398.58 |
3,910.92 |
Finance Cost |
5,079.24 |
2,435.97 |
5,078.85 |
2,435.24 |
Depreciation |
771.12 |
474.69 |
596.40 |
408.00 |
Profit before exceptional items |
246.55 |
718.84 |
723.33 |
1,067.69 |
Exceptional items |
- |
- |
- |
- |
Profit before tax |
246.55 |
718.84 |
723.33 |
1,067.69 |
Less: Taxation - Current tax |
111.62 |
285.25 |
111.62 |
285.25 |
Less: Deferred Tax |
71.79 |
35.11 |
57.36 |
45.23 |
Less: Short or excess provision for income tax |
- |
- |
- |
- |
Net profit for the year |
63.14 |
398.48 |
554.35 |
737.21 |
Particulars |
Consolidated |
Standalone |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Add: Other Comprehensive Income |
4.04 |
0.98 |
4.49 |
(4.81) |
Total Comprehensive Income |
67.18 |
399.46 |
558.84 |
732.40 |
Add: Balance brought forward from the previous year |
968.82 |
715.85 |
1,323.14 |
737.22 |
Balance available for appropriation |
1,036.00 |
1,115.30 |
1,881.98 |
1469.62 |
Statutory Reserves under Section 45IC of the Reserve Bank of
India Act, 1934 |
111.77 |
146.48 |
111.77 |
146.48 |
Balance to be carried forward |
924.23 |
968.82 |
1,770.21 |
1,323.14 |
Basic Earnings Per Share (EPS) (') |
0.06 |
0.52 |
0.50 |
0.95 |
Diluted EPS (') |
0.06 |
0.45 |
0.50 |
0.80 |
Proposed Dividend on equity shares of ' 2/- each |
11.62 |
8.88 |
11.62 |
8.88 |
Note: Previous period's figures have been regrouped/ rearranged
wherever necessary.
The financial statements are prepared in accordance with the Act read
with Schedule III of the Act and in accordance with the Indian Accounting Standards and
relevant provisions of the Listing Regulations for the financial year ended March 31,2023,
and forms part of this Annual Report and are also available on the website of the Company
i.e., www.trucapfinance.com.
Review of Business Operations and State of Affairs of the Company
During the year under review, the Company's total income, on a
consolidated basis, amounted to ' 12,380.27 lakhs compared to ' 7,598.20 lakhs in the
previous year and total income, on a standalone basis, amounted to ' 12,395.87 lakhs
compared to ' 7,005.65 lakhs in the previous year. The Company's operating profit amounted
to ' 723.33 lakhs vis- a-vis ' 1,067.69 lakhs in the previous year. Profit before tax on a
consolidated basis stood at ' 246.55 lakhs compared to ' 718.84 lakhs in the previous year
and profit after tax on consolidated basis stood at ' 63.14 lakhs compared to ' 398.48
lakhs in the previous year.
The net interest margin compressed during the financial year ended
March 31,2023. This compression came from both the asset and liability side, the larger
impact of which came from the liability side. With the RBI having raised rates by 250
basis points since early May 2022, most lenders started passing on rate hikes to the
Company from June and July 2022 which resulted in an increase in the finance cost of the
Company. Further, there has been an increase in the operating expenses, which was higher
than anticipated largely due to expediting and building the branch network. From 37
branches as on March 31,2022, the Company has increased the branch count to 78 branches as
on March 31,2023.
The loan assets under management (AUM) grew 44.58% year- on-year to '
41,790.77 lakhs as compared to ' 28,812.20 lakhs in the previous year.
Listing of Equity Shares of the Company on National Stock Exchange of
India Limited
The Board of Directors of the Company at its meeting held on May 23,
2023, approved to list the equity shares of the Company on NSE. Subsequently, in response
to the Company's application, NSE has, with effect from June 20, 2023, granted listing and
trading approval pertaining to equity shares of the Company.
Change in name of the Company
During the year under review, the Shareholders of the Company had at
the Extra-Ordinary General Meeting of the Company held on June 29, 2022, inter alia,
approved the change in name of the Company from "Dhanvarsha Finvest Limited" to
"TruCap Finance Limited".
Subsequently, the change in name of the Company was approved by the
Registrar of Companies, Mumbai, with effect from August 03, 2022, by issuing Certificate
of Incorporation consequent to change in name.
Further, RBI has issued revised Certificate of Registration bearing
number B-1 3.02403 on September 09, 2022, in lieu of the earlier certificate of
registration in the new name of the Company.
The management feels that the new name caters to the Company's need for
enhanced and better brand connect/ loyalty with the evolving needs of all our
stakeholders. Further, the new name will help the Company in achieving the purpose of
aligning its vision, mission, brand values, brand persona and customer connect/recall
value.
Change in Nature of Business
There has been no change in the nature of business of the Company
during the financial year ended March 31,2023.
Shifting of Registered Office of the Company
The registered office of the Company was shifted from the premises at
2nd Floor, Building No. 4, D. J. House, Old
Nagardas Road, Andheri (East), Mumbai - 400 069 to the new premises at
3rd Floor, A Wing, D. J. House, Old Nagardas Road, Andheri (East), Mumbai - 400 069 within
the local limits of the city with effect from May 31,2022.
Co-Lending and Business Correspondent model
While banks have greater liquidity, NBFCs have better reach and
origination capabilities. The RBI, for encouraging banks and NBFCs to address the
financial needs of the Micro, Small and Medium Enterprises ("MSME") in
the country and to provide loans to the underserved population, has enabled co-lending
between banks and NBFCs. Taking benefit of banks' low-cost funding and leveraging the
extensive reach and presence of the Company in the northern and western geographies of
India, during the year under review, the Company has entered into strategic alliances with
various leading public and private sector banks and financial institutions for Co-Lending
and Business Correspondent arrangements. During the year under review, the overall AUM
through co-lending model stood at ' 14,542.81 lakhs (including loan against collateral of
Gold) which was 34.63% of the total AUM as on March 31,2023.
Scheme of Arrangement
During the year under review, the Board of Directors have on
recommendation of the Audit Committee and the Independent Directors of the Company, at its
meeting held on December 19, 2022, approved the Scheme of Arrangement between Exclusive
Leasing and Finance Private Limited ("EZ Capital") and the Company and
their respective Shareholders and Creditors for acquisition of Retail MSME Lending
Business of EZ Capital ("Scheme") and subsequently made an application to
BSE for seeking in principle approval from BSE on the Scheme.
Transfer to Statutory Reserve
In compliance with Section 45-IC (1) of Reserve Bank of India Act,
1934, the Company, has transferred a sum of ' 111.77 lakhs to the Statutory Reserve Fund
for the financial year ended March 31,2023.
Credit Rating
The details of ratings assigned by credit rating agencies and migration
of ratings during the year ended March 31, 2023, and as on the date of this Report, are as
follows:
Rating Agency |
Program |
Rating Assigned |
Migration in Ratings |
CARE Ratings Limited ("CARE") |
Long Term Bank Facilities - ' 750 crore (Enhanced from ' 450
crore) |
CARE BBB; Stable (Triple B; Outlook: Stable) |
Re-affirmed. |
CARE |
Non-Convertible Debentures - ' 50 crore |
CARE BBB; Stable (Triple B; Outlook: Stable) |
Re-affirmed. |
CARE |
Market Linked Debentures - ' 15 crore - INE615R07026 |
CARE PP-MLD A(CE), Stable (Principal Protected Market Linked
Debentures Single A; Outlook: Stable) |
The MLDs have been redeemed in full on September 09, 2022.
Subsequently, CARE has withdrawn the rating assigned vide its letter dated March 16, 2023. |
CARE |
Market Linked Debentures - ' 15 crore - INE615R07034 |
CARE PP-MLD BBB; Stable (Principal Protected Market Linked
Debentures Triple B; Outlook: Stable) |
The MLDs have been redeemed in full on December 02, 2022.
Subsequently, CARE has withdrawn the rating assigned vide its letter dated April 14, 2023. |
Infomerics Valuation and Rating Private Limited |
Long Term Fund Based Bank Facilities - Term Loans - ' 174.76
crore Proposed Long Term Bank Facilities - ' 0.24 crore |
IVR BBB / Positive outlook (IVR Triple B with Positive
outlook) |
Re-affirmed. Outlook revised from Stable to Positive. |
Infomerics Valuation and Rating Private Limited |
Long Term Fund Based Bank Facilities - Term Loans - ' 125.70
crore Proposed Long Term Bank Facilities - ' 59.30 crore |
IVR BBB + / Stable outlook (IVR Triple B + with Stable
outlook) |
Upgraded. |
Dividend on Equity Shares
Pursuant to the provisions of Regulation 43A of the Listing Regulations
and circular issued by RBI on declaration of dividends by NBFCs on June 24, 2021, the
Company has formulated and adopted a Dividend Distribution Policy approved by the Board of
Directors of the Company ("Policy").
The Directors recommend, for consideration and approval of the Members
at the ensuing AGM, for payment of a dividend of ' 0.01/- per equity share i.e., 0.5% of
face value of ' 2/- each. The total dividend for the financial year 2022-23 is ' 11.62
lakhs to be paid out of the profits of the Company.
The dividend recommended is in accordance with the principles and
criteria set out in the Policy.
Further, dividend paid for financial year 2021-22 was ' 0.01/- per
equity share i.e., 0.5% of face value of ' 2/- each. The amount of dividend aggregated to
' 8.88 lakhs.
The Finance Act, 2020, has abolished the Dividend Distribution Tax and
has introduced the system of dividend taxation in the hands of the shareholders with
effect from April 01, 2020. Accordingly, the Company would be required to deduct Tax at
Source in respect of payment of dividend, if declared, to its shareholders (resident as
well as non-resident).
The Policy is annexed as Annexure I to this Report and
the same is also available on the website of the Company i.e., www.trucapfinance.com and
link is
https://trucapfinance.com/wp-content/uploads/Dividend-Distribution-Policy-Final.pdf.
Debentures
During the year under review, the Company has redeemed and has made
timely payment towards principal and interest in full of the below mentioned rated,
secured, senior, transferable, listed, redeemable, principal protected market linked non-
convertible debentures ("NCDs") issued on private placement basis:
a. 1,50,000 NCDs of ' 1,000/- each aggregating to ' 15,00,00,000/-
allotted on June 11,2021, have been redeemed on September 09, 2022.
b. 150 NCDs of ' 10,00,000/- each aggregating to ' 15,00,00,000/-
allotted on September 02, 2021, have been redeemed on December 02, 2022.
Consequently, as on March 31,2023, there are no outstanding listed NCDs
in the Company and accordingly the provisions of Chapter V of the Listing Regulations are
not applicable to the Company.
Further, during the year under review, as per the terms of the senior,
secured, unlisted, unrated, redeemable non-convertible debentures ("Unlisted
NCDs"), out of 50 Unlisted NCDs, the Company has redeemed 14 Unlisted NCDs having
face value of ' 10,00,000/- each aggregating to ' 1,40,00,000/. Accordingly, as on March
31, 2023, 36 Unlisted NCDs having face value of ' 10,00,000/- each aggregating to '
3,60,00,000/- are outstanding.
The details of the Debenture Trustee of the Company for the aforesaid
outstanding Unlisted NCDs are as under:
Catalyst Trusteeship Limited
GDA House, 1st Floor,
Plot No. 85, S. No. 94 & 95,
Bhusari Colony (Right), Kothrud, Pune - 411 038.
Website: https://catalysttrustee.com/
Share Capital of the Company
During the financial year 2022-23, the total paid up equity share
capital of the Company increased from ' 17,76,77,878/- divided into 8,88,38,939 equity
shares having face value of ' 2/- each to ' 23,24,29,432/- divided into 11,62,14,716
equity shares having face value of ' 2/- each.
As on the date of this Report, the total paid up equity share capital
of the Company is ' 23,25,98,742/- divided into 11,62,99,371 equity shares of ' 2/- each.
The movement of equity share capital during the financial year ended
March 31,2023, till the date of this Report is as under:
Particulars |
No. of equity shares allotted |
Cumulative Outstanding capital (No. of
equity shares * face value of ' 2/- each) |
Number of shares/Capital at the beginning of the year. |
8,88,38,939 |
17,76,77,878 |
Allotment of shares to non-promoter individual on April 20,
2022, pursuant to conversion of Convertible Warrants into equity shares. |
13,00,989 |
18,02,79,856 |
Allotment of shares to non-promoter individuals on April 28,
2022, pursuant to conversion of Compulsorily Convertible Debentures into equity shares. |
2,18,750 |
18,07,17,356 |
Allotment of shares to Promoter - Body Corporate on May 02,
2022, pursuant to conversion of Compulsorily Convertible Debentures into equity shares. |
92,60,075 |
19,92,37,506 |
Allotment of shares to Promoter - Body Corporate on May 02,
2022, pursuant to conversion of Convertible Warrants into equity shares. |
22,46,180 |
20,37,29,866 |
Allotment of shares to Promoter - individual on May 02, 2022,
pursuant to conversion of Convertible Warrants into equity shares. |
22,46,180 |
20,82,22,226 |
Allotment of shares to non-promoter individual on May 02,
2022, pursuant to conversion of Convertible Warrants into equity shares. |
17,96,945 |
21,18,16,116 |
Issue and allotment of shares to non-promoter
individuals/entities on May 09, 2022, pursuant to preferential issue of equity shares. |
9,83,230 |
21,37,82,576 |
Allotment of shares to employees on July 12, 2022, pursuant
to exercise of options granted under Employee Stock Option Plan 2018. |
4,89,251 |
21,47,61,078 |
Allotment of shares to non-promoter individuals/entities on
July 12, 2022, pursuant to conversion of Compulsorily Convertible Debentures into equity
shares. |
2,87,500 |
21,53,36,078 |
Allotment of shares to non-promoter individuals on July
21,2022, pursuant to conversion of Compulsorily Convertible Debentures into equity shares. |
1,06,250 |
21,55,48,578 |
Allotment of equity shares to non-promoter entity on August
23, 2022, pursuant to conversion of Compulsorily Convertible Debentures into equity
shares. |
1,77,028 |
21,59,02,634 |
Allotment of shares to employees on September 19, 2022,
pursuant to exercise of options granted under Employee Stock Option Plan 2018. |
21,059 |
21,59,44,752 |
Allotment of shares to employees on September 30, 2022,
pursuant to exercise of options granted under Employee Stock Option Plan 2018. |
2,00,000 |
21,63,44,752 |
Allotment of equity shares to various non-promoter
individuals/entities on October 13, 2022, pursuant to conversion of Compulsorily
Convertible Debentures into equity shares. |
74,39,087 |
23,12,22,926 |
Allotment of shares to employees on December 19, 2022,
pursuant to exercise of options granted under Employee Stock Option Plan 2018. |
6,03,253 |
23,24,29,432 |
Allotment of shares to employee on May 23, 2023, pursuant to
exercise of options granted under Employee Stock Option Plan 2018. |
58,175 |
23,25,45,782 |
Allotment of shares to employee on August 11,2023, pursuant
to exercise of options granted under Employee Stock Option Plan 2018. |
26,480 |
23,25,98,742 |
Further, during the year under review, 4,95,956 convertible warrants
issued to public category have not been exercised till May 02, 2022, i.e., within 18
months from the date of allotment. Accordingly, the right to exercise conversion of the
warrants into equity shares has lapsed and the upfront consideration amounting to '
27,59,995.14/- (Rupees Twenty- Seven Lakhs Fifty-Nine Thousand Nine Hundred Ninety-Five
and Paise Fourteen only) received has been forfeited by the Company in compliance with
Regulation 169(3) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations,
2018, as amended ("ICDR Regulations").
Furthermore, the Finance Committee of the Company at its meeting held
on May 09, 2022, has, subsequent to approval of the Shareholders at their Extra-Ordinary
General Meeting held on April 11, 2022, issued and allotted 27,74,706 convertible warrants
on preferential basis having face value of ' 2/- each at issue price of ' 132/- each for
aggregate consideration of ' 36,62,61,192/- (Rupees Thirty-Six Crores Sixty-Two lakhs
Sixty-One Thousand One Hundred and Ninety- Two only) to non-promoter entities/individuals,
convertible into equivalent number of equity shares of the Company within 18 months from
the date of allotment. These convertible warrants have been allotted against receipt of
the subscription price equivalent to 25% of the issue price and balance exercise price
equivalent to 75% of the conversion price of the equity shares shall be payable by the
warrant holder(s) at the time of exercising options of conversion of the warrants.
The Members of the Company at the Extra-Ordinary General Meeting of the
Company held on January 18, 2023, had approved preferential issue of (a) 26,82,762 equity
shares at an issue price of ' 74.55/- per share and (b) 80,48,289 convertible warrants at
an issue price of ' 74.55/- per warrant, to Zeal Global Opportunities Fund, a Category I
Foreign Portfolio Investor ("Zeal") registered with SEBI, in non-
promoter category. However, since Zeal did not subscribe to the preferential issue within
the time limit prescribed under ICDR Regulations, the Board of Directors of the Company
vide resolutions passed by way of circulation dated February 02, 2023, approved rescinding
of resolutions passed at the Board Meeting held on December 19, 2022, related to aforesaid
preferential issue. Further, as per Clause 11 of Secretarial Standard on General Meetings
issued by the Institute of Company Secretaries of India, the Members of the Company have
at the Extra-Ordinary General Meeting of the Company held on March 28, 2023, rescinded its
earlier approval on the aforesaid preferential issue.
Public Deposits
The Company is registered with RBI as a Non-Deposit accepting NBFC.
Further, pursuant to the provisions of para 2 of the Master Direction - Non-Banking
Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016, as
amended, the Board of Directors have confirmed that during the financial year ended March
31,2023, the Company has not accepted public deposits as defined under the Reserve Bank of
India Act, 1934 and will not accept public deposits during the financial year 2023-24
without prior written approval of RBI.
Board of Directors
The Company recognizes the importance of a diverse Board in its success
and believes that it will help the Company to enhance its governance and competitive arc.
The composition of the Board of Directors of the Company is in accordance with the
provisions specified in the Act and Listing Regulations. The Board comprises of eminent
persons of proven competence and integrity. Besides experience, strong financial acumen,
strategic astuteness and leadership qualities, the Board of Directors have a significant
degree of commitment towards the Company and devotes adequate time to meetings and
preparation.
As on August 11,2023, the Board of Directors of the Company comprises
of the following directors:
Sr. No. Name of the Director |
DIN |
Designation |
1. Mr. Rakesh Sethi |
02420709 |
Independent Director, Chairperson |
2. Mr. Nirmal Vinod Momaya |
01641934 |
Independent Director |
3. Mr. Krishipal Raghuvanshi |
07529826 |
Independent Director |
4. Ms. Abha Kapoor |
01277168 |
Independent Director |
5. Ms. Geetu Gidwani Verma |
00696047 |
Independent Director |
6. Mr. Rajiv Kapoor |
08204049 |
Non-Executive Non-Independent Director |
7. Mr. Atwood Porter Collins |
09239511 |
Non-Executive Non-Independent Director |
8. Mrs. Rushina Mehta |
01042204 |
Non-Executive Non-Independent Director |
9. Mr. Rohanjeet Singh Juneja |
08342094 |
Managing Director & Chief Executive
Officer |
During the financial year ended March 31,2023, and till the date of
this Report, the composition of the Board of Directors of the Company underwent the
following changes:
(a) The members of the Company have at the Extra-Ordinary General
Meeting of the Company held on June 29, 2022, on recommendation of the Board of Directors
and Nomination and Remuneration Committee, inter alia, approved:
i. appointment of Ms. Abha Kapoor as an Independent Director of the
Company for a term of 5 (Five) consecutive years with effect from March 30, 2022, till
March 29, 2027 (both days inclusive).
ii. appointment of Ms. Geetu Gidwani Verma as an Independent Director
of the Company for a term of 5 (Five) consecutive years with effect from May 31, 2022,
till May 30, 2027 (both days inclusive).
iii. change in designation of Mr. Rajiv Kapoor from Non-Executive
Independent Director to Non- Executive Non-Independent Director with effect from March 30,
2022, liable to retire by rotation.
(b) Mrs. Minaxi Mehta (DIN: 03050609), Non-Executive Non-Independent
Director of the Company, resigned from the directorship of the Company with effect from
close of business hours of June 17, 2022.
(c) The members ofthe Company have at the 28th Annual General Meeting
of the Company held on September 28, 2022, on recommendation of Board of Directors and
Nomination and Remuneration Committee, approved the appointment of Mrs. Rushina Mehta as
Non-Executive Non-Independent Director of the Company with effect from June 17, 2022,
liable to retire by rotation.
(d) Mr. Karan Neale Desai (DIN: 05285546), Whole Time Director of the
Company, resigned from the directorship of the Company with effect from close of business
hours of June 30, 2022.
All the Directors of the Company have confirmed that they are not
disqualified to act as Director in terms of Section 164 of the Act.
In accordance with the provisions of Section 152(6) of the Act, Mr.
Atwood Porter Collins, Non-Executive Non-Independent Director of the Company, is liable to
retire by rotation at the ensuing AGM and, being eligible, has offered himself for
re-appointment. The Board of Directors of the Company recommends the same for the approval
of the Members of the Company.
Further, the term of appointment of Mr. Nirmal Vinod Momaya and Mr.
Krishipal Raghuvanshi, Independent Director(s) of the Company, expires on August 09, 2023
and August 23, 2023, respectively. The Board of Directors at its meeting held on August
11, 2023, on the recommendation of the Nomination and Remuneration Committee, has approved
and recommended to the Members of the Company the below for their approval at the ensuing
AGM:
i. re-appointment of Mr. Nirmal Vinod Momaya as an Independent Director
of the Company, not liable to retire by rotation, to hold office for a second term of 5
(Five) consecutive years with effect from August 10, 2023 till August 09, 2028 (both days
inclusive); and
ii. re-appointment of Mr. Krishipal Raghuvanshi as an Independent
Director of the Company, not liable to retire by rotation, to hold office for a second
term of 5 (Five) consecutive years with effect from August 24, 2023 to August 23, 2028
(both days inclusive).
The notice convening the AGM includes brief information and a proposal
for re-appointment of Mr. Atwood Porter Collins, Mr. Nirmal Vinod Momaya and Mr. Krishipal
Raghuvanshi as Director(s) of the Company.
Declaration by Independent Directors
Pursuant to the provisions of Section 149(7) of the Act, the
Independent Director(s) have submitted declarations that each of them meets the criteria
of independence as provided in Section 149(6) of the Act along with rules framed
thereunder and Regulation 16(1)(b) of the Listing Regulations. There has been no change in
the circumstances affecting the status as Independent Directors of the Company during the
financial year ended March 31,2023.
Further, the Company has obtained the certificate from M/s. U. Hegde
& Associates, Practicing Company Secretaries, pursuant to Regulation 34(3) and
Schedule V Para C Clause 10(i) of the Listing Regulations confirming that none of the
Directors on Board of the Company as on March 31,2023, have been debarred or disqualified
from being appointed or continuing as Directors of the Company by SEBI/MCA or any such
statutory authority. The aforesaid certificate is annexed to the Corporate Governance
Report which forms part of the Annual Report.
Meetings of the Board
The Board met 6 (Six) times during the financial year. The details of
the meeting(s) of the Board of Directors of the Company held during the financial year
2022-23 and attendance of the Directors forms part of the Corporate Governance Report
which forms part of the Annual Report.
Composition of Committees of Board
The Board has various board level committees constituted in accordance
with the applicable provisions of the Act and Listing Regulations.
(a) Audit Committee
The below was the constitution of the Audit Committee as on March
31,2023:
Sr. No. Name of the Member |
Designation |
1. Mr. Krishipal Raghuvanshi |
Independent Director, Chairperson |
2. Mr. Nirmal Vinod Momaya |
Independent Director, Member |
3. Mr. Rajiv Kapoor |
Non-Executive Non- Independent Director,
Member |
Note: Mr. Krishipal Raghuvanshi was elected as the Chairperson of
the Audit Committee in place of Mr. Nirmal Vinod Momaya with effect from November 07,
2022. Mr. Nirmal Vinod Momaya continues to be a member of the Audit Committee.
Further, the Committee was re-constituted on August 04, 2023, with the
following members.
Sr. No. Name of the Member |
Designation |
1. Mr. Krishipal Raghuvanshi |
Independent Director, Chairperson |
2. Mr. Rakesh Sethi |
Independent Director, Member |
3. Mr. Nirmal Vinod Momaya |
Independent Director, Member |
4. Mr. Rajiv Kapoor |
Non-Executive Non-Independent Director,
Member |
The composition, role, terms of reference and powers of the Audit
Committee are in conformity with the requirements of the Act and Listing Regulations and
the same has been provided in the Corporate Governance Report which forms part of the
Annual Report.
During the year under review, the Audit Committee met and discussed
various matters including financials, internal audit reports and statutory audit reports.
During the period under review, the Board of Directors of the Company accepted all the
recommendations of the Audit Committee.
The details of Audit Committee meetings held during the year under
review and quorum are provided in the Corporate Governance Report which forms part of the
Annual Report.
(b) Nomination and Remuneration Committee
The constitution of the Nomination and Remuneration Committee as on
March 31,2023, and upto the date of this Report, is given below:
Sr. No. Name of the Member |
Designation |
1. Ms. Abha Kapoor |
Independent Director, Chairperson |
2. Mr. Rakesh Sethi |
Independent Director, Member |
3. Mr. Nirmal Vinod Momaya |
Independent Director, Member |
The composition, terms of reference and powers of the Nomination and
Remuneration Committee are in conformity with the requirements of the Act and Listing
Regulations and the same has been provided in the Corporate Governance Report which forms
part of the Annual Report.
The Company has formulated a policy on Appointment and Evaluation of
Directors and the Board, that includes the terms of reference of the Nomination and
Remuneration Committee and the same is hosted on the website of the Company i.e.,
www.trucapfinance.com.
The details of Nomination and Remuneration Committee meetings held
during the year under review and quorum are provided in the Corporate Governance Report
which forms part of the Annual Report.
(c) Stakeholders Relationship Committee
The constitution of the Stakeholders Relationship Committee as on March
31,2023, and upto the date of this Report, is given below:
Sr. No. Name of the Member |
Designation |
1. Mr. Rajiv Kapoor |
Non-Executive Non- Independent Director,
Chairperson |
2. Mr. Krishipal Raghuvanshi |
Independent Director, Member |
3. Mr. Rohanjeet Singh Juneja |
Managing Director & Chief Executive
Officer, Member |
Notes:
1. Mr. Karan Neale Desai, Whole Time Director ceased to be member of
the Stakeholders Relationship Committee with effect from May 30, 2022.
2. Mr. Rohanjeet Singh Juneja, Managing Director and Chief Executive
Officer of the Company has been appointed as a member of the Stakeholders Relationship
Committee with effect from May 30, 2022.
The composition, role, terms of reference and powers of the
Stakeholders Relationship Committee are in conformity with the requirements of the Act and
Listing Regulations and the same has been provided in the Corporate Governance Report
which forms part of the Annual Report.
The details of the Stakeholders Relationship Committee meetings held
during the year under review, quorum and status of investors' complaints are provided in
the Corporate Governance Report which forms part of the Annual Report.
(d) Risk Management & Strategy Committee
During the year under review, the Board of Directors of the Company at
its meeting held on November 14, 2022, renamed the "Risk Management Committee"
to "Risk Management & Strategy Committee".
The constitution of the Risk Management & Strategy Committee as on
March 31,2023, and upto the date of this Report, consists of the following members:
Sr. No. Name of the Member |
Designation |
1. Mr. Rakesh Sethi |
Independent Director, Chairperson |
2. Mr. Nirmal Vinod Momaya |
Independent Director, Member |
3. Mr. Rajiv Kapoor |
Non-Executive Non- Independent Director,
Member |
4. Mr. Rohanjeet Singh Juneja |
Managing Director & Chief Executive
Officer, Member |
The composition, role, terms of reference and powers of the Risk
Management & Strategy Committee are in conformity with the requirements of the Listing
Regulations and RBI Master Directions. Further, the details of the Risk Management &
Strategy Committee meetings held during the year under review and quorum, along with the
terms of reference has been provided in the Corporate Governance Report which forms part
of the Annual Report.
(e) Corporate Social Responsibility Committee
Since the net profit of the Company for the year ended March 31, 2022,
was more than
' 5 crore, the Board of Directors of the Company at its meeting held on
May 30, 2022, has constituted Corporate Social Responsibility ("CSR")
Committee in compliance with Section 135 of the Act. The composition of the CSR Committee
as on March 31,2023, and upto the date of this Report, consists of the following members:
Sr. No. Name of the Member |
Designation |
1. Ms. Abha Kapoor |
Independent Director, Chairperson |
2. Mr. Rajiv Kapoor |
Non-Executive Non- Independent Director,
Member |
3. Mr. Rohanjeet Singh Juneja |
Managing Director & Chief Executive
Officer, Member |
The composition, role, terms of reference and powers of the CSR
Committee are in conformity with the requirements of the Act. Further, the details of CSR
Committee meetings held during the year under review and quorum along with the terms of
reference have been provided in the Corporate Governance Report which forms part of the
Annual Report.
Board Evaluation
Pursuant to the provisions of the Act and Listing Regulations, the
Company has devised a policy for performance evaluation of Independent Directors, Board of
Directors, Committee(s) and other individual Directors which include criteria for
performance evaluation of the Non-Executive Directors and Executive Director. A structured
questionnaire was prepared after taking into consideration various aspects such as
performance of specific duties, obligations, Board's functioning, composition of the Board
and its committees, culture and governance.
The performance evaluation of the Chairperson, Executive Director,
Non-Executive Directors, Independent Directors and Board as a whole, was carried out by
the entire Board of Directors of the Company excluding the directors being evaluated. The
Board of Directors expresses their satisfaction with the evaluation process.
The Board considered and discussed the inputs received from the
directors. The Independent Directors in their meeting held on May 27, 2022, considered and
reviewed the following:
(a) Performance of Directors, various committees of Board and the Board
as a whole.
(b) Performance of the Chairperson of the Company.
(c) Assessed the quality, quantity, and timeliness of flow of
information between the Company's management and the Board, which is necessary for the
Board to effectively and reasonably perform their duties.
The Appointment and Evaluation Policy which lays down criteria for
appointment of Executive Director(s) and Independent Director(s) and remuneration of
Directors, Key Managerial Personnel and senior management employees is annexed herewith as
Annexure - II.
Familiarization Programme for Independent Directors
All Independent Directors are familiarized with the operations and
functioning of the Company at the time of their appointment and on an ongoing basis. The
details of programmes for familiarization of Independent Directors with the Company, their
roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, business model of the Company and related matters are put up on the
website of the Company i.e., www.trucapfinance.com.
Compliance with Fit and Proper Criteria & Code of Conduct
Each of the Director of the Company has submitted undertaking and
declaration on being fit and proper in terms of the provisions of Master Directions. The
Board of Directors of the Company, on the recommendation of the Nomination and
Remuneration Committee, has reviewed and confirmed that all existing Directors are fit and
proper to continue to be appointed as a Director on the Board.
All Board Members and senior management personnel have affirmed
compliance with the Company's code of conduct during the financial year under review and a
declaration to this effect signed by the Managing Director & Chief Executive Officer
is included in the Annual Report.
Key Managerial Personnel
In terms of Section 203 of the Act, the Key Managerial Personnel of the
Company as on March 31,2023, are:
Sr. No. Name of the Person |
Designation |
1. Mr. Rohanjeet Singh Juneja |
Managing Director & Chief Executive
Officer |
2. Mr. Sanjay Kukreja |
Chief Financial Officer |
3. Mr. Lalit Chendvankar |
Chief Compliance Officer & Legal Head |
4. Ms. Sonal Sharma |
Company Secretary & Compliance Officer |
During the year under review and upto the date of this Report, the
following changes has occurred in the Key Managerial Personnel of the Company:
(a) Mr. Karan Neale Desai, Whole Time Director of the Company, resigned
from the directorship of the Company with effect from close of business hours of June 30,
2022.
(b) To focus more on the additional responsibilities and roles and for
strengthening the organizational matrix, Mr. Lalit Chendvankar, Chief Compliance Officer
and Legal Head resigned from the post of Company Secretary and Compliance Officer of the
Company with effect from close of business hours of October 13, 2022. Further, the Board
of Directors have at its meeting held on October 13, 2022, approved continuation of Mr.
Lalit Chendvankar as the Chief Compliance Officer and Legal Head of the Company and
continue to be designated as Key Managerial Personnel of the Company under the Act.
(c) Ms. Sonal Sharma has been appointed as Company Secretary and
Compliance Officer of the Company with effect from October 14, 2022.
Subsidiary Company
DFL Technologies Private Limited is the wholly owned subsidiary company
of the Company ("WoS").
Accordingly, pursuant to the provisions of Sections 129, 134 and 136 of
the Act, read with applicable rules thereunder, Regulation 33 of the Listing Regulations
and applicable Indian Accounting Standards ("Ind AS"), the Board of
Directors of the Company approves the Consolidated Financial Statements of the Company and
its WoS. Copies of the Balance Sheet, Profit and Loss Account, Report of the Board of
Directors and Report of the Auditors of the WoS are not attached to the accounts of the
Company for the financial year 2022-23. The Company will make these documents/details
available upon request by any Member of the Company. These documents/details will also be
available for inspection by any Member of the Company at its registered office and at the
registered office of the WoS during business hours on working days and through electronic
means. Members of the Company can request the same by sending an email to
corpsec@trucapfinance.com till the date of ensuing AGM. The Company's financial
statements, including the accounts of its WoS which form part of the Annual Report, are
prepared in accordance with the Act and Ind AS 110.
As on March 31, 2023, the total investment made by the Company in the
equity share capital of the WoS was ' 3,190.10 lakhs.
As required under Regulations 16(1)(c) and 46 of the Listing
Regulations, the Board has approved and adopted the Policy on determining Material
Subsidiaries. The said Policy is available on the Company's website i.e.,
www.trucapfinance.com. Further, pursuant to Regulation 16(1 )(c) of Listing Regulations
and the policy on determining material subsidiary, based on the audited financial
statements of the Company as on March 31,2023, WoS continues to be the material subsidiary
company of the Company.
Statement containing Salient Features of the Financial Statements of
Subsidiary
A report on the performance and financial position of WoS, as per
Section 1 29(3) of the Act read with the Companies
(Accounts) Rules, 2014, as amended, is provided in the prescribed Form
AOC-1 as Annexure III of this Report and hence not repeated here for the
sake of brevity.
Joint Ventures/Associates
As per the provisions of the Act, the Company did not have any Joint
Ventures/Associates during the financial year under review.
Directors' Responsibility Statement
In terms of Section 134(5) of the Act read with the Companies
(Accounts) Rules, 2014, as amended, your Directors state that:
(a) in the preparation of the annual accounts for the year ended March
31, 2023, the applicable accounting standards read with the requirements set out under
Schedule III to the Act, have been followed along with proper explanation relating to
material departures;
(b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as at March 31,2023
and of the profit and loss of the Company for the year ended on that date;
(c) the Directors have taken proper and sufficient care 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 Directors have prepared the annual accounts on a 'going
concern' basis;
(e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively; and
(f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
Employees Stock Option Plan
The Company has in force the Dhanvarsha ESOP Plan - 2018 ("ESOP
Plan 2018") which is prepared as per the provisions of SEBI (Share Based Employee
Benefits) Regulations, 2014 ("SBEB Regulations").
The Shareholders of the Company has at the 28th Annual General Meeting
of the Company held on September 29, 2022, on recommendation of the Board of Directors of
the Company, approved amendment in ESOP Plan 2018 to comply with the regulatory
requirements in terms of the revised SEBI (Share Based Employee Benefits & Sweat
Equity) Regulations, 2021, as amended ("SEBI SBEB & SE Regulations"),
which has repealed the erstwhile SBEB Regulations. The amendments approved are not
detrimental to the interests of the current grantees of the Company under the ESOP Plan
2018. A certificate from M/s. U. Hegde & Associates, Practicing Company Secretaries,
Secretarial Auditor of the Company, has been obtained that the ESOP Plan 2018 has been
implemented in accordance with SBEB Regulations and SEBI SBEB & SE Regulations, and
the same will be available for inspection by Members of the Company through electronic
means.
Under Ind AS, equity settled share-based payment transactions with
employees are required to be accounted for as per Ind AS 102 "Share-based
Payment", whereby the fair value of options as on the grant date should be estimated
and recognized as an expense over the vesting period. In accordance with the above, the
Company has followed fair value method for equity options in its accounts.
The disclosures relating to ESOP Plan 2018 required to be made under
the provisions of the Act and SEBI SBEB & SE Regulations, are provided on the website
of the Company i.e., www.trucapfinance.com and link is https://trucapfinance.
com/wp-content/uploads/ESOP-Disclosure-2022-23.pdf. and the same is available for
inspection by the Members of the Company at the registered office of the Company on all
working days, except Saturdays and Public Holidays, during business hours and through
electronic means. Members of the Company can request the same by sending an email to
corpsec@trucapfinance.com till the date of the ensuing AGM.
TruCap Employee Retention Plan
Wilson Holdings Private Limited, promoter of the Company ("Promoter")
has instituted "TruCap Employee Retention Plan" ("Plan") to
motivate the Identified Employee(s) of the Company (as defined under the Plan) with
incentives and reward opportunities and to achieve sustained growth of the Company by
aligning the interests of the Identified Employees with the long-term interests of the
Company. Pursuant to the said Plan, the Promoter along with Mrs. Minaxi Mehta will
transfer up to 70,00,000 equity shares of the Company (or such revised number of equity
shares as may be available pursuant to any corporate action) ("Equity Shares")
held by the Promoters to Wilson Growth Private Limited, a wholly owned subsidiary of the
Promoter ("Wilson Growth"). Pursuant to the Plan, a trust is also
incorporated to implement the Plan ("Trust") and subject to the
conditions more particularly set forth in the Plan, the cash bonus will be paid as per the
terms and conditions set out in the grant letter issued to the Identified Employee(s) ("Letter
of Grant"). Wilson Growth will sell the Equity Shares, in one or more tranches,
in accordance with the Letter of Grant and the proceeds from the sale of such Equity
Shares (after deducting capital gains tax) will be transferred to the Trust for further
disbursal to the Identified Employee(s).
While the Plan is being instituted by the Promoters, with the sole
intention to abide by good corporate governance practices and in the spirit of true and
fair disclosure, the Company has obtained approval from the Members of the Company for the
Plan at the Extra-Ordinary General Meeting of the Company held on March 28, 2023.
Capital Adequacy Ratio
During the year ended March 31, 2023, the asset size of the Company
crossed ' 500 crore and accordingly the Company achieved the status of Systemically
Important NBFC. Pursuant to the Master Direction issued by RBI, the capital adequacy ratio
(Standalone) of the Company as on March 31, 2023, stood at 34.50%, comprising Tier I
capital ratio of 34.40% against the ratio of 10% as prescribed by RBI.
Management Discussion and Analysis
A detailed review of the operations, performance and future outlook of
the Company and its business, as stipulated under Regulation 34(2)(e) read with Schedule V
of the Listing Regulations, is presented in a separate section forming part of the Annual
Report under the head 'Management Discussion and Analysis.'
Business Responsibility Report
Pursuant to amendment in Listing Regulations, top 1,000 listed entities
based on market capitalisation are required to submit a Business Responsibility and
Sustainability Report ("BRSR") with effect from the financial year ended
March 31, 2023. Since, as on March 31,2023, the Company is not under top 1,000 companies
based on market capitalization on BSE, BRSR is not required to be annexed to this Report.
However, as instructed by SEBI vide interpretive letter regarding the applicability of
BRSR, issued under SEBI (Informal Guidance) Scheme, 2003, dated May 31,2023, SEBI directed
all top 1,000 entities basis market capitalisation till financial year 2021-22, to
continue to annex a business responsibility report to the annual report.
Accordingly, the Business Responsibility Report ("BRR"),
in terms of Regulation 34(2)(f) of the Listing Regulations, describing the initiatives
taken by the Company from an environmental, social and governance perspective is attached
as part of the Annual Report.
Corporate Governance
Your Company believes in adopting best Corporate Governance practices
and has also implemented several best practices prevalent globally. The report on
Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the
Listing Regulations forms an integral part of the Annual Report.
Further, certificate obtained from M/s. U. Hegde & Associates,
Practicing Company Secretaries, confirming compliance with the conditions of the Corporate
Governance as stipulated under Regulation 34(3) and Schedule V to the Listing Regulations
is annexed to the Corporate Governance Report which forms part of the Annual Report.
Compliance with the Secretarial Standards
The Board of Directors affirms that the applicable Secretarial
Standards, i.e., SS-1 and SS-2 issued by the Institute of Company Secretaries of India
relating to 'Meetings of Board of Directors' and 'General Meetings', respectively, have
been duly followed by the Company.
Contracts and Arrangements with Related Parties
During the year, the Board of Directors have on recommendation of the
Audit Committee, reviewed and amended the Policy on Related Party Transactions ("RPT
Policy") to bring it in line with the recent changes in Listing Regulations. The
RPT Policy is available on the website of the Company i.e., www. trucapfinance.com and the
link is https://trucapfinance.com/wp-content/uploads/Policy-on-RPT.pdf. The RPT Policy
provides for identification of Related Party Transactions ("RPT"),
necessary approvals by the Audit Committee/ Board/Shareholders, reporting and disclosure
requirements in compliance with the Act and provisions of the Listing Regulations.
All contracts executed by the Company during the financial year with
related parties were on an arm's length basis and in the ordinary course of business. All
such RPTs were placed before the Audit Committee/Board for approval, wherever applicable.
The Audit Committee reviews all RPTs quarterly.
During the year, the contracts/arrangements/transactions with related
parties entered by the Company were not material in accordance with Regulation 23 of
Listing Regulations. The policy on 'material' subsidiaries and the policy on material
events along with the RPT Policy, used for determining RPTs and dealing with RPTs as
approved by the Board may be accessed on the website of the Company i.e.,
www.trucapfinance.com. Please refer to Note No. 44 of the Standalone Financial Statements,
which contains related party disclosures.
Since all RPTs entered into by the Company during the financial year
ended March 31, 2023, were on an arm's length basis and in the ordinary course of
business, the disclosure required in Form AOC-2 under Section 134(3)(h) of the Act, read
with Rule 8 of the Companies (Accounts of Companies) Rules, 2014, as amended, is not
applicable. Further, in compliance with Regulation 23 of the Listing Regulations,
disclosures relating to RPTs on a consolidated basis are filed with the stock exchange on
a half-yearly basis.
Internal Financial Controls and adequacy
The Company has in place adequate internal financial controls with
reference to the financial statements and the same are commensurate with the scale and
complexity of its operations. Further, pursuant to provisions of Section 138 of the Act,
the Company has appointed internal auditors who conduct internal audits on a periodic
basis to independently validate the existing controls as per scope assigned to them. The
internal audit program is reviewed by the Audit Committee at the beginning of the year to
ensure that the coverage of the areas is adequate. Internal Auditors test the design and
effectiveness of the key controls. Significant audit observations, if any, are presented
to the Audit Committee along with the status of management actions and the progress of
implementation of recommendations. The Company also periodically engages outside experts
to carry out independent reviews of the effectiveness of various business processes. The
observations and best practices suggested are reviewed and appropriately implemented with
a view to continuously strengthening the internal controls.
During the year under review, no reportable material weakness in the
design or operations was observed.
Annual Return
Pursuant to the provisions of Section 92(3) and Section 134(3)
(a) of the Act, and the rules made thereunder, as amended, the Annual
Return of the Company as prescribed in Form MGT-7 is available on the website of the
Company i.e., www.trucapfinance.com and the link is https://trucapfinance.
com/wp-content/uploads/MGT-7-Check-Form-1.pdf.
Statutory Auditors and Auditors' Report
The audit for the financial year 2022-23 was conducted by M/s. Bansal
Bansal & Co., Chartered Accountants (Firm Registration No.100986W with the Institute
of Chartered Accountants of India), Statutory Auditors of the Company and there are no
qualifications, reservations, adverse remarks, or disclaimers made by them in their Audit
Report(s). The notes to financial statements referred to in the Auditors' Report are
self-explanatory and therefore do not call for any comments under Section 134 of the Act.
The report(s) issued by the Statutory Auditors of the Company are annexed to the financial
statements in the Annual Report.
Secretarial Auditor
Pursuant to Section 204(1) of the Act read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, M/s. U.
Hegde and Associates, Practicing Company Secretaries (Membership Number: A22133 with the
Institute of Company Secretaries of India), is appointed as the Secretarial Auditor of the
Company for the financial year 2022-23. The Secretarial Audit Report in Form MR-3 for the
financial year ended March 31, 2023, is annexed herewith as Annexure-IV-A to this
Report. The Secretarial Audit Report does not contain any qualification, reservation or
adverse remark.
Annual Secretarial Compliance Report
Pursuant to Regulation 24A of the Listing Regulations, the Annual
Secretarial Compliance Report for the financial year 2022-23 was issued by M/s. U. Hegde
& Associates, Practicing Company Secretaries, Secretarial Auditor of the Company. The
Annual Secretarial Compliance Report for the financial year 2022-23 has been submitted to
BSE in compliance with the SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/38 dated March
19, 2020, read with BSE Circular No. 20230410- 41 dated April 10, 2023.
Since, pursuant to Regulation 16(1) (c) of the Listing Regulations,
based on the audited financial statements of the Company as on March 31, 2023, WoS
continues to be the material subsidiary company of the Company, accordingly, as per
Regulation 24A of the Listing Regulations, the Secretarial Audit Report of the WoS for
financial year 2022-23 is annexed herewith as Annexure-IV-B to this Report.
Reporting of Frauds by the Auditors
During the year under review, the Statutory Auditors and the
Secretarial Auditor have not reported any instances of fraud committed in the Company by
its officers or employees to the Audit Committee/Board under Section 143(12) of the Act.
Corporate Social Responsibility
In accordance with Section 135 of the Act, the Company has constituted
a Corporate Social Responsibility ("CSR") Committee.
The Board of Directors of the Company have on recommendation of the CSR
Committee approved Policy on Corporate Social Responsibility of the Company and the same
is available on the website of the Company i.e., www.trucapfinance.com. The Annual Report
on CSR activities in accordance with the Companies (Corporate Social Responsibility
Policy) Rules, 2014, as amended, is annexed as Annexure-V to this Report.
Conservation of Energy, Technological Absorption, Foreign Exchange
Earnings and Outgo
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be disclosed under Section
134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, as
amended, are set out in the Annexure-VI.
Particulars of Loan given, Investment made, Guarantee given, and
Securities provided by the Company
The Company, being an NBFC registered with the RBI, provisions
prescribed under Section 186 of the Act read with the Companies (Meetings of Board and its
Powers) Rules, 2014, as amended, pertaining to loans, guarantees and investments are not
applicable to Company. Accordingly, the disclosures under the provisions of Section 186 of
the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as
amended, have not been made in this Report.
Further, in accordance with the provisions of the circular issued by
the RBI on April 1 9, 2022, the Company being a base layer NBFC, the Board of Directors
have, on the recommendation of the Audit Committee, approved Policy on Loan to Directors
and Senior Officers. Further, in compliance with the said circular, disclosure with
respect to loans to directors and senior officers is included in Note No. 55.13 of the
standalone financial statements annexed to the Annual Report.
Whistle Blower Policy/Vigil Mechanism
In compliance with the provisions of Section 177(9) of the Act read
with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 201 4, as amended,
and Regulation 22 of the Listing Regulations, and to ensure that the activities of the
Company and its employees are conducted in a fair and transparent manner by adoption of
highest standards of professionalism, honesty, integrity and ethical behavior, your
Company has adopted a Vigil Mechanism/"Whistle Blower Policy. The aim of the policy
is to provide adequate safeguards against victimization of whistle blower who avails of
the mechanism and is also provided direct access to the Chairperson of the Audit
Committee, in appropriate or exceptional cases.
Accordingly, 'Whistle Blower Policy' has been formulated with a view to
provide a mechanism for the Directors and employees of the Company to approach the
Chairperson of the Audit Committee of the Company.
The purpose of this policy is to provide a framework to promote
responsible and secure whistle blowing. It protects employees willing to raise a concern
about serious irregularities within the Company.
The policy has also been uploaded on the website of Company i.e.,
www.trucapfinance.com and the link is
https://trucapfinance.com/wp-content/uploads/Vigil-Mechanism.pdf.
Risk Management
As an NBFC, the Company is exposed to various risks which inter alia
includes credit, liquidity, market, operational, interest rate risk and other risk
associated with the business and the industry it operates in. To mitigate such risks, the
Company continues to invest in talent, processes and emerging technologies for building
advanced risk management capabilities and has a well- defined risk management framework in
place for managing and reporting on risks. A systematic approach has been adopted that
originates with the identification of risk, categorization and assessment of identified
risk, evaluating effectiveness of existing controls and building additional controls to
mitigate risk and monitoring the residual risk through effective Key Risk Indicators.
The Board has constituted a Risk Management & Strategy Committee as
required under Master Directions read with Regulation 21 of the Listing Regulations.
The Company has a Board approved Policy on Risk Management, which inter
alia, provides for principles of risk management, risk governance, organization structure,
business control measures, principle risks and business continuity plan. The management
identifies and controls risks through a defined framework in terms of the aforesaid
policy.
Further, the Board, on a periodic basis, reviews and assesses the Risk
Assessment Statement, monitoring the various risks to which the Company is exposed to
vis-a-vis the prudential parameters.
Particulars of employees and related disclosures
In terms of the provisions of Section 197(12) of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended,
the disclosures pertaining to the remuneration and other details as required is annexed as
Annexure - VII to this Report.
A statement with the names and other particulars of employees drawing
remuneration in excess of the limits prescribed under Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for
inspection at the registered office of the Company and through electronic mode. Having
regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual
Report excluding the aforesaid information is being sent to the Members of the Company.
Any Member interested in obtaining such information may send an email on
corpsec@trucapfinance.com.
Listing Fees
As on date, the equity shares of the Company are listed on BSE and NSE.
The listing fees for the financial year 2023-24 for BSE and NSE have been paid by the
Company.
Auction for Recovery for Loan against Gold
The Company is into the business of lending and also offers loans
against the collateral of gold. In its normal course of business, whenever default occurs,
the Company disposes such assets through auction, to settle outstanding debt as per the
auction policy of the Company and in compliance with the provisions specified in the
applicable Master Directions.Any surplus funds from the auction proceeds are returned to
the customers/ obligors. The disclosure in compliance with the Master Directions in
respect of auctions made during the year is provided in Note No. 55.12 of the Standalone
Audited Financial Statements of the Company annexed to the Annual Report.
Transfer and Acquisition of Loan Exposure and Securitization
During the year under review, pursuant to provisions prescribed in the
Master Direction - Reserve Bank of India (Transfer of Loan Exposures) Directions, 2021
issued by RBI on September 24, 2021, as amended ("TLE Direction") and
Master Direction - Reserve Bank of India (Securitization of Standard Assets) Directions,
2021, as amended ("Securitization Direction"), the Company has
transferred, acquired and securitized loan exposure under the TLE Direction and
Securitization Direction. The disclosures as required under both the respective Directions
are included in Note No. 55.15 of the Standalone Audited Financial Statements annexed to
the Annual Report.
Registration with Reserve Bank of India
The Company is registered as NBFC under Section 45-IA of the Reserve
Bank of India Act, 1934. However, RBI does not accept any responsibility or guarantee
about the present position as to the financial soundness of the Company or for the
correctness of any of the statements or representations made or opinions expressed by the
Company and for repayment of deposits/ discharge of liabilities by the Company.
Investor Education and Protection Fund (IEPF)
In accordance with the applicable provisions of the Act read with
Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules,
2016 ("IEPF Rules"), all unclaimed dividends are required to be
transferred by the Company to the IEPF, after completion of 7 (Seven) years. Further,
according to IEPF Rules, the shares on which dividend has not been claimed by the
shareholders for 7 (Seven) consecutive years or more shall be transferred to the demat
account of the IEPF Authority.
Since there was no dividend declared and paid for financial year
2014-15, your Company did not have any funds as lying unpaid or unclaimed for a period of
7 (Seven) years in terms of provisions of Section 124 of the Act. Therefore, there are no
funds which are required to be transferred to IEPF established by the Central Government
pursuant to the provisions of Section 125 of the Act.
During the year under review, the Company did not have any equity
shares which were required to be transferred to IEPF as per the provisions of Section 124
of the Act.
Material changes and commitments affecting financial position between
end of the financial year and date of this Report
There are no material changes and commitments affecting the financial
position of the Company during the period between end of the financial year and date of
this Report.
Code of Conduct for Prevention of Insider Trading
The Board of Directors of the Company has adopted the 'Code for Insider
Trading & Fair Disclosure of Unpublished Price Sensitive Information (UPSI)' ("Code")
as formulated under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended.
The Code lays down the guidelines and procedure to be followed and
disclosures to be made while dealing with the securities of the Company. The Code has been
formulated to regulate, monitor and ensure reporting of dealings by the employees of the
Company and is available on the website of the Company i.e., www.trucapfinance.com.
Policy on Prevention of Sexual Harassment at Workplace
Your Company recognizes its responsibility and continues to provide a
safe working environment for women, free from sexual harassment and discrimination. In
compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, the Company has put in place a Policy on Prevention of Sexual
Harassment of Women at Workplace and the same is available on the website of the Company
i.e., www.trucapfinance.com and has duly constituted an internal complaints committee
under the same.
The Company also provides for mandatory online training on prevention
of sexual harassment for every new joinee, as well as all employees on an annual basis.
During the year under review, there were no complaints made or case
filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
Cost Records and Auditors
The provisions of Cost Records and Cost Audit as prescribed under
Section 148 of the Act are not applicable to the Company.
Significant and Material order passed by the Regulatory or Courts
There were no significant material orders passed by the Regulators /
Courts that would impact the going concern status of the Company and its future operation.
Applications under the Insolvency and Bankruptcy Code, 2016
There was no application made against the Company under the Insolvency
and Bankruptcy Code, 2016 during the year under review. There are no proceedings pending
under the Insolvency and Bankruptcy Code, 2016 against the Company as on March 31,2023.
Details of difference between amount of the valuation
During the year under review, there were no one time settlements made
by the Company for any loan/borrowing taken from the Banks and/or Financial Institutions.
Therefore, as per Rule 8(5)(xii) of Companies (Accounts) Rules, 2014, reasons of
difference in the valuation at the time of one- time settlement and valuation done while
taking loan from the Banks or Financial Institutions are not required to be reported.
General
Your Directors state that no disclosure or reporting is required in
respect of the following items, as there were no transactions/events on these items during
the year under review:
1. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme.
3. None of the Executive Director(s) of the Company receive any
remuneration or commission from its subsidiary.
Appreciation
Your Directors place on records their sincere appreciation for the
assistance and guidance provided by the Reserve Bank of India, the Ministry of Corporate
Affairs, the Securities and Exchange Board of India, government and other Regulatory
Authorities, Stock Exchanges, other statutory bodies, bankers and Members of the Company
for the assistance, co-operation and encouragement and continued support extended to the
Company.
Your directors take this opportunity to thank the customers, vendors
and investors and other business partners of the Company for their continued support
during the year and also place on record their appreciation to the contribution made by
the employees of the Company at all levels.
|
|
For and on behalf of the Board of
Directors |
|
Sd/- |
Sd/- |
|
Rohanjeet Singh Juneja |
Rushina Mehta |
August 11,2023 |
Managing Director & CEO |
Non-Executive Non-Independent Director |
Mumbai |
DIN: 08342094 |
DIN:01042204 |