To the Members,
Your directors have pleasure in presenting Thirty Eighth (39th) Annual Report together
with the Audited Statement of Accounts of the Company for the year ended 31st
March, 2023.
FINANCIAL RESULTS:
(Rupees in lakhs)
Particulars |
31st March, 2023 |
31st March, 2022 |
Income from Operations & Other income |
276.86 |
767.37 |
Less: Expenses |
203.47 |
231.63 |
Net Profit / (Loss) before Tax |
73.39 |
535.74 |
Less: Taxes, Prior years adjustments, Deferred tax etc. |
10.02 |
33.27 |
Net Profit / (loss) after tax |
63.37 |
502.47 |
Comprehensive Income / (Loss) for the year |
(187.71) |
116.17 |
Profit for the year |
(124.34) |
618.64 |
Add: Balance Bought forward |
361.32 |
(41.15) |
Less: Transfer to Statutory Reserve u/s 45IC |
13.00 |
100.00 |
Less: Transfer to Other Comprehensive Income |
(187.71) |
116.17 |
Balance transferred to Balance Sheet |
411.69 |
361.32 |
OPERATIONS:
During the year under review, the Company has recorded a lower total income of Rs.
276.86 lakhs as compared to Rs. 767.37 lakhs for the previous year and net loss after tax
of Rs. 124.34 lakhs for the year as compared to the Profit of Rs. 618.64 lakhs in the
previous year.
DIVIDEND:
In view of loss for the year, no dividend was recommended by the board of directors.
SHARE CAPITAL:
The paid up equity capital as on March 31, 2023 was Rs. 4,87,68,470/- during the year
under review.
DEPOSITS:
Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:
The company has not given any loans or guarantees covered under the provisions of
section 186 of the Companies Act, 2013. The details of the investments made by company are
given in the notes to the financial statements.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS OF
THE COMPANY AND ITS FUTURE OPERATIONS:
The BSE on July 17, 2023 has given the listing approval of 45,06,847 equity shares
issued to promoters and non-promoters on preferential basis. The trading approval of the
said shares will be granted only after getting confirmations from the NSDL & CDSL.
Apart from this, there are no other, significant material orders passed by the Regulators
or Courts or Tribunals which would impact the going concern status or future operations of
the Company.
INTERNAL 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 Internal Audit Manual. To maintain its objectivity and independence, the
Internal Audit function reports to the Chairman of the Audit Committee of the Board &
to the Chairman of the Company. The Internal Auditor appointed by the Company viz. M/s. S.
K. Lahoti & Co., monitors and evaluates the efficacy and adequacy of internal control
system in the Company, its compliance with operating systems, accounting procedures and
policies at all locations of the Company. The Audit Committee of the Board, addresses
significant issues raised by both the Internal Auditors and Statutory Auditors.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMF):
As per the provisions of the Companies Act, 2013, Shri. Jagdish Prasad Khandelwal (DIN
00457078) retires by rotation at the ensuing Annual General Meeting and being eligible,
has offered himself for re-appointment. The Board recommends his re-appointment.
The necessary resolution for the appointment of Shri. Jagdish Prasad Khandelwal (DIN
00457078) is also being placed before the members for their consideration at the
forthcoming Annual General Meeting.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, 2015,
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 has been carried out has been explained in
the Corporate Governance Report.
DECLARATION BY 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 SEBI Listing Regulations and the relevant rules. In the
opinion of the Board, they fulfill the conditions of independence as specified in the Act
and Rules made thereunder and are independent of the Management.
REMUNERATION POLICY:
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 stated in the Corporate Governance Report.
MEETINGS:
During the year, 4 (four) Board Meetings and 4 (four) Audit Committee Meetings were
convened and held. The details of which are given in the Corporate Governance Report.
CONSERVATION OF ENERGY:
The Companys operations are not energy-intensive and as such involve low energy
consumption. However, adequate measures have been taken to conserve the consumption of
energy.
TECHNOLOGY ABSORPTION:
Operations of the company do not involve any kind of special technology and there was
no expenditure on research & development during this financial year. However, your
company continues to upgrade its technology (computer technology and telecom
infrastructure) in ensuring that it is connected with its clients across the globe.
FOREIGN EXCHANGE EARNINGS AND OUT-GO:
During the period under review, there was no foreign exchange earnings or out flow.
HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATIONS:
Your Company continues to take new initiatives to further align its HR policies to meet
the growing needs of its business. People development continues to be a key focus area of
the Company.
DIRECTOR RESPONSIBILITY STATEMENT:
In terms of Section 134(3)(c) and 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 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.
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 system to ensure compliance with the provisions of
all applicable laws and that such system were adequate and operating effectively.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on
arms length basis and were in the ordinary course of the business. The disclosure of
material Related Party Transaction in FORM AOC-2 is given in “Annexure A” to
this report.
SUBSIDIARY COMPANIES:
The Company does not have any subsidiary.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with
instance of fraud and mismanagement, if any.
In staying true to our values of Strength, Performance and Passion and in line with our
vision of being one of the most respected companies in India, the Company is committed to
the high standards of Corporate Governance and stakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with instances of fraud and
mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained
whilst dealing with concerns and also that no discrimination will be meted out to any
person for a genuinely raised concern.
A high level Committee has been constituted which looks into the complaints raised. The
Committee reports to the Audit Committee and the Board.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code. All the Board Directors and the designated employees have
confirmed compliance with the Code.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board in the course of day to day business operations of the company. The
Company believes in “Zero Tolerance” against bribery, corruption and unethical
dealings / behaviors of any form and the Board has laid down the directives to counter
such acts. The code laid down by the Board is known as “code of business
conduct” which forms an Appendix to the Code. The Code has been posted on the
Companys website www.iumbofmance.co.in
The Code lays down the standard procedure of business conduct which is expected to be
followed by the Directors and the designated employees in their business dealings and in
particular on matters relating to integrity in the work place, in business practices and
in
dealing with stakeholders. The Code gives guidance through examples on the expected
behavior from an employee in a given situation and the reporting structure.
All the Board Members have confirmed compliance with the Code.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
Pursuant to Regulation 25 of the Listing Regulations, 2015, the Company has a
familiarization programme for Independent Directors with regard to their role, rights,
responsibilities in the Company, nature of the industry in which the Company operates,
business model of the Company etc. The Board Members are provided with all necessary
documents/ reports and internal policies to enable them to familiarize with the Companys
procedures and practices. Periodic presentations are made at the Board and Board
constituted Committee Meetings pertaining to business and performance updates of the
Company, global business environment, business strategies and risks involved. Directors
attend training programmes/conferences on relevant subject matters and keep themselves
abreast of the latest corporate, regulatory and industry developments.
STATUTORYAUDITORS:
At the Companys 36th Annual General Meeting held on 30th September, 2020,
M/s. Hiren Buch Associates, Chartered Accountants (Firm Registration No. 116131W) has been
appointed as the Statutory Auditor of the Company for a term of 5 years to hold office
from the conclusion of the 36th Annual General Meeting until the conclusion of
the 41st Annual General Meeting of the Company.
STATUTORY AUDITORS REPORT:
There are no qualifications, reservation or adverse remark or disclaimer made by
statutory auditor in his report. The observations made by the Statutory Auditors in their
report for the financial year ended 31st March, 2023 read with the explanatory
notes therein are selfexplanatory and therefore, do not call for any further explanation
or comments from the Board under Section 134(3) of the Companies Act, 2013.
SECRETARIAL AUDIT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has
appointed Pankaj S, Desai, a firm of company Secretaries in practice, to undertake the
Secretarial Audit of the Company. The Secretarial Audit report of the Company for the
financial year ended 31st March, 2023 in the prescribed form MR-3 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed
herewith as “Annexure B”.
As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a
secretarial audit report. There are no major observations made by the Auditor in the
Report except the following:
1. As per Section 101 of Companies Act, 2013 the company failed to send the notice of
AGM to most of the shareholders either in writing or electronic mode.
2. As per requirement of Secretarial Standard on Board meetings (SS-1), General
Meetings
(SS-2) and Minutes (SS-5), the maintenance & preservation of minutes of Board &
General Meetings are not strictly followed.
3. The Company does not have website updated with required information under Listing
Obligations and Disclosure Requirements) Regulations, 2015.
4. Promoters 100% shareholding in the Company is not in dematerialized form in terms of
Regulation 31(2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
However, the company would ensure in future that all the provisions are complied with
the fullest extent.
EXTRACT OF ANNUAL RETURN:
The Annual Return for FY 2022-23 as per provisions of the Act and Rules thereto, is
available on the Companys website at https://www.iumbofinance.co.in/investor~
relations/pdf/annual-return-2022-23-form-mqt-7.pdf
PARTICULARS OF EMPLOYEES:
None of the employees of the Company draws remuneration more than the limits prescribed
under the Companies Act, 2013.
REMUNERATION DETAILS PURSUANT TO COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES. 2014 AND OTHER APPLICABLE PROVISIONS:
There are no employees of the Company, drawing remuneration exceeding limits prescribed
under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
The Management Discussion & Analysis Report& the Corporate Governance, which
forms an integral part of this Report, are set out as separate Annexure “D” and
Annexure “E”, together with the Certificate from the auditors of the Company
regarding compliance with the requirements of Corporate Governance as stipulated in
Listing Regulations.
ACKNOWLEDGEMENTS:
Your Board of Directors would like to place on record its sincere appreciation for the
whole hearted support and contributions made by Auditors, Banks, Financial Institutions,
Suppliers and other Business Associates towards the conduct of the operations of the
Company
PLACE: MUMBAI |
FOR AND ON BEHALF OF THE BOARD |
DATED: 14.08.2023 |
Sd/- |
Sd/- |
|
SMT. SMRITI RANK A |
J. P. KHANDELWAL |
|
MANAGING DIRECTOR |
DIRECTOR/CFO |
|
DIN: 00338974 |
DIN: 00457078 |
+91-9892691696
