Dear Members,
The Board of Directors present herein the 33rd Annual Report of the Company together
with the Audited Accounts for the year ended 31st March 2023.
FINANCIAL SUMMARY
The Financial results for the year ended 31st March 2023 are briefly as follows: -
Particulars |
For the year Ended 31.03.2023 |
For the year Ended 31.03.2022 |
| Income through Travel |
59.99 |
108.18 |
Operations, Finance Services and others Expenditure (Employee &
Administrative Expenses) |
55.02 |
61.55 |
| Profit |
4.97 |
46.63 |
| Depreciation |
15.54 |
15.56 |
| Interest & Bank Charges |
2.09 |
0.73 |
Profit/(Loss) after depreciation & Interest |
(12.66) |
30.34 |
| Provision for Income Tax |
|
|
| - Current |
- |
- |
| - Deferred |
- |
- |
Profit/(Loss) after Tax |
(12.66) |
30.34 |
| Surplus brought forward |
- |
288.59 |
Profit available for appropriation |
310.21 |
326.76 |
APPROPRIATIONS |
|
|
| Transfer to Statutory Reserves |
- |
6.07 |
| Proposed Dividend |
|
- |
| Dividend Distribution Tax |
|
- |
| Net Surplus carried over |
310.21 |
320.69 |
PERFORMANCE
The total revenue was Rs. 59.99 lakhs as against Rs.108.18 lakhs in the previous year.
The income for this year consists mainly of interest on loans granted to two Companies.
Besides interest, the Company also received a sum of Rs. 26.10 lakhs as lease charges for
the vehicles given on lease. The loss comes to Rs. 12.66 lakhs as against net profit of
Rs.30.34 lakhs in the previous year.
Further, during the year under review there were no changes in nature of business of
the company.
OUTLOOK
Your company is also exploring the possibility of increasing its resources by
additional capital or borrowings though it has not been able to does during 2022-23. In
addition, your Company proposes to increase its financial services activities in the
coming years.
RESERVES
Due to absence of profits in the current year no amount is proposed to be transferred
to General Reserves account on account of loss during the year.
DIVIDEND
There being no profits for the year your directors are not able to propose to recommend
any dividend.
SHARE CAPITAL
There is no change in the Share Capital of the Company- either the Authorized Capital
or the issued Capital. The Paid up equity capital as on March 31,2023 continues to remain
at Rs.4,99,44,000.00. During the year under review, the company has not issued shares with
differential voting rights nor granted stock options or sweat equity or bonus shares. The
Company has not bought back any of its securities during the year under review.
ANNUAL RETURN
The Form MGT-7fortheyear2022-23shallbefiledwith
Registrar of Companies within the prescribed time after the date of 33rd Annual General
Meeting (AGM) of your
Company. This also available in web address of the Company i.e., www.dharanifinance.com
.
BOARD MEETINGS
1. Board consists of five directors including one Woman Director, as given below.
2. During the year 2022-23 FOUR Board Meetings were held on 25.05.2022, 12.08.2022,
30.11.2022 and 13.02.2023. Attendance at these meeting is given below.
Name of the Director |
Category of Directorship |
No of Board Meeting Attended |
| Dr Palani G Periasamy |
Chairman |
4 |
| (DIN 00081002) |
(Non-Executive) - Promoter |
|
Mrs Visalakshi Periasamy (DIN 00064517) |
Non-Executive - Promoter |
1 |
Mr K Kandasamy (DIN 00277906) |
Executive -Promoter |
4 |
Mr M Ganapathy (DIN 00234337) |
Non-Executive - Independent Director |
4 |
Dr S Muthu (DIN 03331664) |
Non-Executive - Independent Director |
4 |
AUDIT COMMITTEE
A qualified Audit Committee is in position consisting of the following directors. Mr M
Ganapathy Chairman, Dr S Muthu and Mr K
Kandasamy, Managing Director.
The Audit Committee met 4 times on 25.05.2022,12.08.2022, 30.11.2022 and 13.02.2023.
There was no instance where the recommendation of the Audit Committee was not accepted by
the Board.
Name of the Director |
Category of Directorship |
No of Meeting Attended |
| Mr K Kandasamy |
Executive -Promoter |
4 |
Mr M Ganapathy |
Non-Executive Independent Director |
4 |
Dr S Muthu |
Non-Executive Independent Director |
4 |
NOMINATION AND REMUNERATION COMMITTEE
As required by Section 178 of the Companies Act, 2013 a Nomination & Remuneration
Committee has been set up. Mr M Ganapathy and Dr S Muthu and Mrs Visalakshi
Periasamy are the members and Mr M Ganapathy is the Chairman. The Committee has
formulated appropriate criteria for appointment of Directors and their remuneration.
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The Remuneration Policy is available in Website. Two Meetings was held
during 2022-23. The
Committee met on 25.05.2022 and 30.11.2022.
Name of the Director |
Category of Directorship |
No of Meeting Attended |
Mrs Visalakshi Periasamy |
Non Executive - Promoter |
1 |
Mr M Ganapathy |
Non-Executive Independent Director |
2 |
Dr S Muthu |
Non-Executive Independent Director |
2 |
STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee is in position to specifically look into
shareholders / investors complaints, on transfer of shares, non receipt of balance sheet,
non- receipt of declared dividend etc., and also the action taken by the Company on those
matters. The Committee met on 25.05.2022. The Members of the Stakeholders
Relations Committee are Dr S Muthu, Independent Director (Chairman) and Mr K Kandasamy,
Managing Director.
Name of the Director |
Category of Directorship |
No of Meeting Attended |
Dr S Muthu |
Non-Executive Independent Director |
1 |
| Mr K Kandasamy |
Executive - Promoter |
1 |
From 01.04.2019 transfer of shares can be only in demat form and Shareholders have been
advised.
MANAGEMENT COMMITTEE
No Management Committee meeting was conducted during this period.
POLICY ON APPOINTMENT OF DIRECTORS AND REMUNERATION
The Companys policy on Directors, Senior Management appointment and remuneration and
other matters provided in Section 178 (3) of the Companies Act, 2013, is available on the
website of the Company at www.dharanifinance.com
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to
state that: i) In the preparation of the annual accounts, the applicable accounting
standards have been followed. ii) The directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company at the
end of the financial year and of the profit or loss of the Company for the year under
review. iii) The directors have taken proper and for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities. iv)
The directors have prepared the annual accounts on a going concern basis. v) The directors
had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively. vi) The directors
had devised proper systems to ensure compliance with the provisions of all applicable laws
and that such system was adequate and operating effectively.
The new accounting standards, viz., Ind AS has become applicable to your Company with
effect from the year 2019-20.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have given their declarations as per Section 149 (6) to the
effect that they meet the criteria of Independence.
LOANS, GUARANTEES OR INVESTMENTS
During the year 2022-23, the company has not made investment or given any loans or
provided any guarantees covered under the provisions of Section 186 of the
Companies Act, 2013.
CONTRACTS, ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE
COMPANIES ACT, 2013.
All related party transactions that were entered into during the financialyear were in
the ordinary course of business and were on arms length basis. The statement in form AOC
2 is attached as Annexure- II. There are no materially significant related party
transactions entered into by the Company with
Promoters, Key Managerial Personnel or other designated persons which may have
potential conflict with the interest of the Company at large.
MAINTENANCE OF COST ACCOUNTS AND RECORDS
The Company does not fall under the category of Sec 148(1) of Companies Act, 2013 and
hence such disclosure and maintenance of cost accounts/cost records is not applicable.
STATUTORY AUDITORS
Pursuant to the provisions of Sections 139 and 141 of the Companies Act, 2013, Mr N
Srivatsan, Chartered Accountants, Chennai (Registration No.014921S) were appointed as
Statutory Auditors for a period of 5 years in the Annual General Meeting held on 29th
December 2022 to hold office until the
General Meeting of the Company.
AUDITORS REPORT
The observations made in the Auditors Report read together with relevant notes thereon
are self-explanatory and do not call for any further comments under Section 134(3) f of
the Companies Act, 2013. Statement on impact of Audit Qualification is attached
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204(1) of the Companies Act 2013 read along with
Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment
Rules 2020 and other applicable provisions, if any, of the Companies Act 2013, M/s. M
Damodaran & Associates LLP, Chennai, (Mem.No.5837 and COP No.5081) were appointed as
the Secretarial Auditors of the Company for the financial year 2022-23.
The Secretarial Audit Report for the financial year 2022-23 of the Company is annexed
The Secretarial Audit Report contains some observations as mentioned below:
Observation by Secretarial Auditors |
Management Reply |
a. The un-audited Financial Results for the half year and nine months
ended 30.09.2022 was not approved at the Board Meeting and was not intimated the same to
Stock Exchange within forty-five days of end of the quarter as per regulation 33(2) and
33(3) of SEBI (LODR) Regulation 2015. |
This non-Compliance was placed before the Board of Directors and the
Board of Directors has ensured to comply this regulation in future. |
b. The Outcome of Board Meeting dated 30.11.2022 in which unaudited
financial results approved for the quarter ended 30.09.2022 has been disclosed to the
Stock Exchange as required under regulation 30 of SEBI (LODR) Regulations, 2015 with minor
delay. |
This non-Compliance was placed before the Board of Directors and the
Board of Directors has ensured to comply this regulation in future. |
c. The Outcome of Board Meeting dated 13.02.2023 in which unaudited
financial results approved for the quarter ended 31.12.2022 has been disclosed to the
Stock Exchange as required under regulation 30 of SEBI (LODR) Regulations, 2015 with
delay. |
This non-Compliance was placed before the Board of Directors and the
Board of Directors has ensured to comply this regulation in future. |
d. The Company does not qualifiedCompany Secretary have as
Compliance officer of the Company during the period from 24.05.2022 to 21.11.2022 as per
regulation 6(1) of SEBI (LODR) Regulations, 2015. |
Yes- During the said period Company was in search of Qualified Company
Secretary. However, the company has appointed a new Company Secretary on 22.11.2022. |
The Company has not complied the regulation 46 of SEBI (LODR),
Regulations, 2015. |
This non-Compliance was placed before the Board of Directors and the
Board of Directors has ensured to comply this regulation in future. |
The Company has not complied with Regulation 3(5) & 3(6) of SEBI
(Prohibition of Insider Trading) Regulations, 2015 with respect to Structured Digital
Database. |
Company has not made suitable arrangement for SDD. This
non-Compliance was placed before the Board of Directors and the Board of Directors has
ensured to comply this regulation in future. |
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the provisions of Secretarial Standard 1 (Board Meetings)
and 2 (General Meetings) issued by the Institute of Company Secretaries of India (ICSI)
were adhered to while conducting the respective Meetings.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments, affecting the financial position of the
Company which have occurred between financialyear of the endofthe Company to relate
and which thefinancial the date of the report.
FOREIGN EXCHANGE EARNINGS AND OUT-GO, CONSERVATION OF ENERGY & TECHNOLOGY
ABSORPTION
A. During the year there were no Foreign Exchange Earnings & B. Conservation of
Energy & Technology absorption. These guidelines are not applicable to this Company.
PARTICULARS OF EMPLOYEES
In accordance with the provisions of Section197 (12) of the Companies Act,2013, read
with Rules 5(1),5(2) and
5(3), of the Companies (Appointment and Remuneration of Managerial personnel) Rules,
2014, the name and other particulars of employees are to be set out in the "Annexure
IV forming part of the Annual Report.
SUBSIDIARY COMPANIES
As on 31st March 2023, the Company does not have any subsidiary or any associate
Company.
RISK MANAGEMENT POLICY
The Company has developed a risk management policy.
Pursuant to Section 134 (3) (n) of the Companies Act, 2013 details of the Policy are
disclosed in the Companys Website. At present the Company has not identified any element
of . risk which may threaten the existence of the Company. In this context, report against
heading ‘Material Changes of Commitments given above may be referred to.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Dr Palani G Periasamy, (DIN No.00081002) who retires by rotation at the ensuing Annual
General Meeting and being eligible offers himself for re-appointment.
Mrs Saloni Jain has been appointed as a Company Secretary and Compliance Officer of the
Company with effect from
22.11.2022.
SIGNIFICANT AND MATERIAL ORDERS
There were no significant and material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status and Companys operations in future.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE
TO THE CENTRAL GOVERNMENT
During the year under review, the Statutory Auditors of the Company have not reported
any frauds to the Audit Committee or to the Board of Directors as prescribed under
Section 143(12) of the Companies Act, 2013 and rules made thereunder.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Audit function is
defined in the assignment order. To maintain its objectivity and independence, the
Internal Auditor reports to the Chairman of the Audit Committee of the Board & to the
Chairman of the Board. The Internal Audit monitors and evaluates the efficacy and adequacy
of internal control system in the Company, its compliance with operating systems,
accounting procedures and policies. Based on the report of internal auditor, management
undertakes corrective action and thereby strengthen the controls. Significant observations
wherever made and recommendations along with corrective actions thereon are presented to
the Audit
Committee of the Board.
DEPOSITS
The Company does not hold any public deposits as on 31st
March 2023. Your Company has not accepted any deposits covered under Chapter V of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
The Company has stopped collecting public deposits and had got its Licence amended by
Reserve Bank of India to indicate that it is a non deposit taking NBFC. Your Company does
not propose to collect public deposits in the coming year.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Your Company does not fall within the parameters as per
Section 135 of the Companies Act and hence not mandated to formulate a Corporate Social
Responsibility Policy or spend the prescribed amounts.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an
evaluation of its own performance, the directors individually as well as the evaluation of
the working of its Audit, Nomination & Remuneration Committees. The manner in which
the evaluation is carried out is based on criteria approved by the Board which is
available on the Companys Website.
VIGIL MECHANISM FOR DIRECTORS & EMPLOYEES
A competent Vigil mechanism has been established and a whistle blower policy has been
designed to help Directors and Employees to report genuine concerns. The complete
mechanism is given in the companys website.
CORPORATE GOVERNANCE
This requirement is not applicable to this Company at present, as per Regulation 15(2)
of the SEBI (Listing Obligations and Disclosure Requirements), as its paid up capital is
less than Rs. 10 crores and Net worth less than Rs.25 crores. The above is also to be
treated as Management discussion and analysis. Related Party disclosures are available in
Note
36 to the accounts.
PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE
The Company has in place an Anti Sexual harassment policy in line with the requirements
of Section 4 of the Sexual harassment of Women at Work Place (Prevention, Prohibition
& Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress
complaints received as sexual harassment. All employees are covered under this policy.
Details have been displayed prominently in the work place and also in the Companys
Website. No complaints were received during the year 2022-23.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day to day business operations of
the Company.
The Code has been posted on the Companys website: www. dharanifinance.com
UNCLAIMED DIVIDEND
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was
no dividend declared and paid last year.
Pursuant to Section 124 & 125 of the Companies Act, 2013, dividend remaining unpaid
or unclaimed for a period of 7 years were transferred to the Investor Education and
Protection Fund of the Central Government. Shareholders may claim their unclaimed dividend
for the years prior to and including the financial year 2011-12 and the corresponding
shares, from the IEPF Authority by applying in the prescribed Form No. IEPF-5. This Form
can be downloaded from the website of the IEPF Authority www. iepf.gov.in.
ACKNOWLEDGEMENTS
Your Directors place on record their appreciation of the services rendered by the Staff
and Executives of your
Company.
Your Directors also thank the Registrar & Transfer Agent and shareholders who have
continued to repose their confidence in the Company and its management.
|
For and on behalf of the Board of Directors |
|
For Dharani Finance Limited |
|
Dr. PALANI G PERIASAMY |
| PLACE: CHENNAI |
CHAIRMAN |
| DATE : 26.05.2023 |
(DIN 00081002) |
+91-9892691696
