TO
THE MEMBERS
OF HASTI FINANCE LIMITED
Your Directors have pleasure in presenting the 29th Annual
report of the Company together with the audited Financial Statements for the year ended 31st
March, 2023.
1. FINANCIAL RESULTS:
The financial results of your company for the year ended 31st March,
2023 are summarized below:
| Particulars For the Year ended |
For the year ended 31st March,
2023 |
For the year ended
31st March, 2022 |
| Gross Income |
1,02,42,148 |
1,38,61,747 |
| Less: Expenses |
(1,46,04,929) |
(1,25,67,189) |
| Profit / (Loss) Before Interest, |
(43,62,781) |
12,94,558 |
| Depreciation and amortization, exceptional items and Tax |
|
|
| Less: Depreciation and amortization |
(1,73,492) |
(2,34,102) |
| Profit / (Loss) before exceptional items and tax |
(45,36,273) |
10,60,456 |
| Add: Exceptional Item |
- |
- |
| Profit / (Loss) before Tax |
(45,36,273) |
10,60,456 |
| (Less)/Add : Provision for Taxation |
11,19,880 |
(2,77,070) |
| Profit / (Loss) after Tax |
(34,16,393) |
7,83,386 |
| Add: Balance brought forward from previous year |
- |
- |
| Profit available before appropriations |
(34,16,393) |
7,83,386 |
| Less: Appropriations |
|
|
| Other Comprehensive Income |
(8,54,555) |
- |
| Transfer to Statutory reserve |
|
|
| Surplus Carried to balance Sheet |
(42,70,948) |
7,83,386 |
During the year, the Loss suffered by the company amounting to Rs.
(42,70,948) (Previous Year income earned by the company: Rs. 7,83,386) and Sale of
services NIL
The Company is a Non deposit accepting Non Banking Finance Company.
Accordingly it has followed the RBI guidelines for income recognition and provision norms
as far as applicable to the Company. The Loss after tax of the Company for the current
year was
Rs. 42,70,948 as compared to net operational profit after tax of
7,83,386 during the previous year.
The Directors propose to carry 42,70,948 being the Loss for the current
year to the Balance Sheet during the financial year ended 31st March, 2023.
Impact of Covid-19 Pandemic and Mitigation Measures Implemented
The outbreak of Coronavirus (COVID-19) pandemic globally and in India
has resulted in slow down of economic activities. The Company has evaluated the impact of
this pandemic on its business operations during the year ended March 31, 2023. The
pandemic has materially impacted revenues of the Company for the year ended March 31,
2023.
2. RESERVES
The Company has incurred a loss during the year therefore.
3. CAPITAL STRUCTURE
There was no change in the Authorized and Paid-up Share Capital of the
Company during the year. The Authorized Share Capital of the Company is Rs. 12,01,00,000/-
(Rupees Twelve Crores and One Lakh only) divided into 1,20,10,000 (One Crore Twenty Lakh
and Ten Thousand Only) Equity Shares of Rs. 10/- (Rupee Ten) each. The Paid-up Share
Capital of the Company is Rs. 10,83,97,300/- (Rupees Ten Crores Eighty Three Lakhs Ninety
Seven Thousand and Three Hundred only) divided into 1,08,39,730 (One Crore Eight Lacs
Thirty Nine Thousand Seven Hundred and Thirty Only) Equity Shares of Rs. 10/- (Rupee Ten)
each.
4. DIVIDEND:
During the year Company has incurred a loss, therefore, Company has not
recommended Dividend to the shareholders of the Company.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND
PROTECTION FUND:
The provisions of Section 125(2) of the Companies Act, 2013 do not
apply as there was no dividend declared and paid last year.
6. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
Your Directors wish to present the details of Business operations done
during the year under review:
a. Business Operations and Profitability: The Company is Non
Banking Finance Company listed on BSE Ltd. During the financial year company has losses
after tax. b. Sales of Services: The Company is covered under the category of Loan
Company within the broad category of Non Deposit accepting Non-Banking Finance Company.
The target sector of the Company is Small business man and middle class households.
Accordingly main products offered by the company are Unsecured Business and Personal Loan
and Gold Loan.
7. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE
FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH
THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which this financial
statements relate on the date of this report.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO
The provisions of Section 134(m) of the Companies Act, 2013 do not
apply to our Company. There was no foreign exchange inflow or Outflow during the year
under review.
9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY
The Company has been addressing various risks impacting the Company and
the policy of the Company on risk management is provided elsewhere in this annual report
in Management Discussion.
10. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON
ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The provisions of Section 135 of the Companies Act, 2013 do not apply
to our Company. Hence the company has not developed and implemented any corporate social
responsibility initiatives.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT, 2013
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013, if any, are given in the notes to
the Financial Statements.
12. AUDITORS
a. Statutory Auditors.
M/s. Vandana V. Dodhia & Co., Chartered Accountants, Firm
Registration No. 117812W was appointed as Statutory Auditors for a period of 5 years under
Section 139 of the Companies Act, 2013 to hold office from the conclusion of 28th
Annual General Meeting till the conclusion of 33rd Annual General Meeting .
b. Secretarial Auditor
According to the provisions of Section 204 of the Companies Act, 2013
read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Secretarial Audit Report submitted by Secretarial Auditor, Somani
& Associates (Practicing Company Secretaries) (M. No.FCS 9364, COP
No. 8642), Company Secretary in Practice is enclosed as a part of this report in Annexure
"1".
13. AUDITORS REPORT
STATUTORY AUDITOR
The Statutory Auditors report is self-explanatory in nature.
14. COMPANY?S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Company?s Policy relating to appointment of Directors, payment
of Managerial remuneration, Directors? qualifications, positive attributes,
independence of Directors and other related matters as provided under Section 178(3) of
the Companies Act, 2013 is available at the registered office of the company.
15. ANNUAL RETURN
The Annual Return of the Company as on 31st March 2023 in Form MGT-7 in
accordance with Section 92(3) of the Act read with the Companies (Management and
Administration) Rules 2014 is available on the website of the Company www.hastifinance.com
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES
parties entered by the Company in the normal course of business are
Transactions with related periodically placed before the Audit Committee and the
particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure
"2".
17. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER
REVIEW
The Company has held 9 Board meetings during the financial year under
review.
18. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 the Board hereby submit its responsibility Statement:—
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures;
(b) the directors had 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 at the end of the
financial year and of the profit of the company for that period;
(c) the directors had taken proper and sufficient care 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;
(d) the directors had prepared the annual accounts on a going concern
basis; and
(e) 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,
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Associates or Joint venture
Company.
20. DEPOSITS
Our company is a Non deposit accepting Non Banking Financial Company,
during the year under review the Company has neither accepted nor renewed any deposit
during the year under review.
21. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE
COMPANY
Mr. Vilas Shankar Daware has resigned as a Non-Executive - Independent
Director of the Company with effect from 21st December, 2022.
Mr. Sanjay Vasudeo Dhoke has appointed as Additional Director (Non
-Executive Independent Director) with effect from 08th March 2023.
Apart from this, there are no changes in the composition of Board of
Directors and KMP during the financial year 2022-2023.
22. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in Section 149(6) of the Companies
Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the
provisions of the Companies Act, 2013 and the relevant rules. The Board is of the view
that all the Independent Directors on the Board possess integrity, necessary expertise and
experience for performing their functions diligently.
PARTICULARS OF EMPLOYEES
Information as per Rule 5(1) of chapter XIII, Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
Information under Rule 5(1) (i) & (ii)
| Name of Director |
Designati on |
Remuneration in year 2023 (Rs. In Lacs) |
Remuneration in year 2022 (Rs. In Lacs) |
% increase/Decrease in remuneration during
the year |
| Nitin Prabhu- das |
Manag- ing Director |
1.20 |
1.20 |
- |
| Somani Sonal Nitin |
Executive Director |
1.20 |
1.20 |
- |
| Somani Raj Nitin |
Chief Financial |
1.05 |
1.80 |
- |
| Somani |
Officer |
|
|
|
Information under Rule 5(1) (iii) & (iv)
| Total number of employees during the year 2023 |
Total number of employees during the year
2022 |
Remuneration of employees in year 2023 |
Remuneration of employees in year 2022 |
% increase / (decrease) in remuneration of
employees during the year |
|
|
(Rs. In Lacs) |
(Rs. In Lacs) |
|
| 3 |
3 |
3.45 |
4.2 |
|
Information under Rule 5(1) (viii)
The Company affirms that the remuneration is as per the remuneration
policy of the Company.
No employee of the Company is falling under Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
23. FORMAL ANNUAL EVALUATION
The provisions of the Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, mandates that the board shall monitor and
review the Board evaluation framework. The Companies Act, 2013 states that a formal annual
evaluation needs to be made by the Board of its own performance and that of its committees
and individual directors. Schedule IV of the Companies Act, 2013 states that the
performance evaluation of independent directors shall be done by the entire Board of
Directors, excluding the director being evaluated.
The evaluation of all the directors and the Board as a whole was
conducted based on the criteria and framework adopted by the Board. The Board approved the
evaluation results as collated by the Nomination and Remuneration committee.
24. WHISTLEBLOWER POLICY
The Board has adopted whistleblower mechanism in the company.
25. DISCLOSURE OF COMPOSITION OF BOARD COMMITTEES As on 31/03/2023
| Name of Committee |
Composition of Committee |
| Audit Committee |
Mr. Khairu Imam Pappuwale (Chairperson) |
|
Mr. Sanjay Vasudeo Dhoke (Member) |
|
(Appointed w.e.f. 8th March,2023) |
|
Mr. Vishal Nanalal Buddhdev (Member) |
| Nomination and |
Mr. Vishal Nanalal Buddhdev (Chairperson) |
| Remuneration |
|
| Committee |
Mr. Sanjay Vasudeo Dhoke (Member) |
|
(Appointed w.e.f. 8th March,2023) |
|
Mr. Khairu Imam Pappuwale (Member) |
| Stakeholders |
Mr. Vishal Nanalal Buddhdev (Chairperson) |
| Relationship |
|
| Committee |
Mr. Sanjay Vasudeo Dhoke (Member) |
|
Appointed w.e.f. 8th March,2023) |
|
Mr. Khairu Imam Pappuwale (Member) |
The Company has established a vigil mechanism and overseas through the
committee, the genuine concerns expressed by the employees and other Directors. The
Company has also provided adequate safeguards against victimization of employees and
Directors who express their concerns. The Company has also provided direct access to the
chairman of the Audit Committee on reporting issues concerning the interests of co
employees and the Company.
26. SHARES
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year
under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year
under review.
c. BONUS SHARES
No Bonus Shares were issued during the year under review. d. EMPLOYEES
STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
27. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.
There was no case filed during the year, under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Further, the
Company ensures that there is a healthy and safe atmosphere for every women employee at
the workplace and have made necessary policies for safe and secure environment for women
employees. The Company has in place an Anti—Sexual Harassment Policy in line with the
requirements of The Sexual Harassment of Women at Work Place (Prevention, Prohibition and
Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress
complaints received regarding sexual harassment. The Company affirms that during the Year
under review, no complaints were received by the Committee for redressal.
28. CASH FLOW STATEMENT
In conformity with the provisions of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and requirements of Companies Act, 2013, the
Cash flow Statement for the financial year ended 31.03.2023 is annexed here to as a part
of the Financial Statements.
29. DISCLOSURE OF MAINTENANCE OF COST RECORDS
Maintenance of Cost records as specified by the Central Government
under subsection (1) of section 148 of the Companies Act, 2013 is not applicable to the
Company.
30. DETAILS OF SIGNIFICANT/MATERIAL ORDERS PASSED BY THE
REGULATORS/TRIBUNAL/COURTS
There are no significant or material orders passed by any
regulators/Tribunal/Courts impacting the going concern status and Company?s Operation
in future.
31. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy
are included in Management Discussion and Analysis, which forms part of this Report.
32. CORPORATE GOVERNANCE REPORT:
The report on Corporate Governance required as per SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is attached in Annexure
"3" to the Board report.
33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report is enclosed as a part of
this report as Annexure "4".
34. CORPORATE GOVERNANCE CERTIFICATE
The certificate from the auditors regarding compliance of conditions of
corporate governance as stipulated in SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is attached in Annexure "5" to the
report.
35. ENVIRONMENT PROTECTION AND POLLUTION CONTROL
The Company has always been socially conscious corporate, and has
always carried forward all its operations and procedures for environment friendly norms
with all necessary clearances.
36. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India on Board Meetings and General Meetings. As
required in terms of Secretarial Standard (SS)-4, it is hereby confirmed that there is no
corporate insolvency resolution process initiated under the Insolvency and Bankruptcy
Code, 2016.
37. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers,
business associates, consultants, and various Government Authorities for their continued
support extended to your Companies activities during the year under review. Your Directors
also acknowledges gratefully the shareholders for their support and confidence reposed on
your Company.
|
On behalf of Board |
|
For Hasti Finance Limited |
| Sd/ |
Sd/- |
| Nitin Prabhudas Somani |
Sonal Nitin Somani |
| Mumbai, 01st September, 2023 |
|
+91-9892691696
