TO THE SHAREHOLDERS
Dear Members,
Your Directors are pleased to present the Thirty Fourth Annual Report together with the
Audited Financial Statements for the year ended March 31, 2023.
Financial Highlights (Rs. in lacs, except equity share data)
|
Consolidated |
Standalone |
| Particulars |
Year ended 31.03.2023 |
Year ended 31.03.2022 |
Year ended 31.03.2023 |
Year ended 31.03.2022 |
| Total Income |
6073.67 |
5672.60 |
6052.59 |
5663.63 |
| Cash Profit |
259.68 |
565.14 |
209.87 |
516.94 |
| Less: Depreciation |
64.99 |
55.30 |
64.50 |
62.12 |
| Profit before Tax |
194.69 |
509.84 |
145.37 |
454.82 |
| Less: Provision for Taxation |
10.41 |
143.11 |
8.38 |
132.00 |
| Add / (Less): Deferred Tax |
31.49 |
60.62 |
35.08 |
54.41 |
| Profit after Tax (Net of adjustment for earlier years) |
152.79 |
306.11 |
101.92 |
259.87 |
| Other Comprehensive Income |
(24.16) |
112.25 |
(1.40) |
1.58 |
| Add : Retained Earning brought forward |
3964.66 |
3626.15 |
3553.68 |
3372.07 |
| Balance available for appropriation |
4093.29 |
4044.51 |
3654.20 |
3633.52 |
| APPROPRIATION |
|
|
|
|
| Less: Dividend Paid |
79.84 |
79.84 |
79.84 |
79.84 |
| Balance carried to Balance Sheet |
4,013.45 |
3964.66 |
3574.36 |
3553.68 |
| Earnings per Share (Rs.10/- each) |
|
|
|
|
| Basic (in Rs.) |
1.91 |
3.83 |
1.28 |
3.25 |
| Diluted (in Rs.) |
1.91 |
3.83 |
1.28 |
3.25 |
Operational Review:
On standalone basis, Total Income for the financial year under review was Rs. 6052.59
Lacs as against Rs. 5663.63 Lacs for the previous financial year registering an increase
of 6.87%. The Profit Before Tax was Rs. 145.37 Lacs and the Profit After Tax was Rs.
101.92 Lacs for the financial year under review as against Rs. 454.82 Lacs and Rs. 259.87
Lacs, respectively for the previous financial year.
On consolidated basis, Total Income for the financial year under review was Rs. 6073.67
Lacs as against Rs. 5672.60 Lacs for the previous financial year registering increase of
7.07%. The Profit Before Tax was Rs. 194.69 Lacs and the Profit After Tax was Rs. 152.79
Lacs for the financial year under review as against Rs. 509.84 Lacs and Rs. 306.11 Lacs,
respectively for the previous financial year.
Material Changes and Commitments
No material changes and commitments have occurred after the close of the year till the
close of this Report, which affects the financial position of the Company.
Indian Accounting Standards
Pursuant to the notification dated February 16, 2015 issued by the Ministry of
Corporate Affairs, the Company has adopted the Indian Accounting Standards ("Ind
AS") notified under the Companies (Indian Accounting Standard) Rules, 2015.
Accordingly, the Financial Statements have been prepared in compliance with Ind AS.
Consequently, the subsidiary and associate companies also have adopted Ind AS
(irrespective of their net worth).
Dividend & Transfer to Reserves
The Board of Directors is pleased to recommend a dividend of Re. 1/- per share (10%)
for the year ended March 31, 2023, subject to the approval of the Members at the 34th
Annual General Meeting.
During the year under review, there was no transfer to General Reserve (Previous year
Rs. Nil).
Unpaid/Unclaimed Dividend
In terms of the provisions of Investor Education and Protection Fund (Accounting,
Audit, Transfer and Refund) Rules, 2016/Investor Education and Protection Fund (Awareness
and Protection of Investors) Rules, 2001 (including amendments and modifications,
thereof), Rs. 2,49,754/- of unpaid/unclaimed dividends were transferred during the year
2022-23 to the Investor Education and Protection Fund.
Employee Stock Option Scheme
No shares have been issued or allotted under any Employee Stock Option Scheme during
the FY 2022-23.
Share Capital
The Paid-up Equity Share Capital as at March 31, 2023 stood at Rs. 7,98,44,240/-.
During the year under review, the Company has not issued shares with differential voting
rights nor has granted any stock options or sweat equity.
As on March 31, 2023, none of the Directors of the Company hold instruments convertible
into equity shares of the Company. Management Discussion and Analysis Report
In terms of requirements of Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (SEBI LODR), a Management Discussion and
Analysis Report is attached Annexure - I forming part of this Report.
Report on Corporate Governance
In terms of requirements of Regulation 34 of the SEBI LODR, a Report on Corporate
Governance together with Auditors Certificate regarding compliance of Conditions of
Corporate Governance are attached as Annexure - II and Annexure - III,
forming part of this Report.
Consolidated Financial Statement
In accordance with Section 136 of the Companies Act, 2013 and Regulation 34 of the
Listing Regulations read with other applicable provisions, your Directors have attached
the Consolidated Financial Statements of the Company for the financial year ended March
31,2023, prepared in accordance with applicable Ind AS, which form a part of the Annual
Report. The financial statements including consolidated financial statements and the
audited accounts of the subsidiary are available on the Companys website
http://www.sumedhafiscal.com/fmancials.asp.
Accordingly a statement in Form AOC-1 is attached to the Financial Statements of
the Company for your information.
Performance of Subsidiary:
SFSL Commodity Trading Pvt. Ltd.
During the year the Company recorded Total Revenue of Rs. 21,08,058/- (Previous Year
Rs. 17,97,128/-) and Net Profit of Rs.14,59,183/- for the year ended 31st March, 2023
(Previous Year: Rs. 10,99,658/-).
The subsidiary has formally discontinued commodity trading activities and surrendered
its Membership with MCX from April 1, 2019, considering overall profitability and risks
associated with commodity trading.
Performance of Associate Companies US Infotech Pvt. Ltd.
During the year the Company recorded Total Revenue of Rs.32,31,014/- (Previous Year Rs.
1,59,97,876/-) and Net Profit of Rs. 37,24,621/-for the year ended 31st March, 2023
(Previous YearRs. 1,09,66,369/-).
The Company continues to explore growth opportunities.
Brandshoots Ventures Pvt. Ltd.
During the year the Company recorded Total Revenue of Rs. 4,41,768/- (Previous Year :
Rs.Nil) and incurred Net profit of Rs.69,586/- for the year ended 31st March, 2023
(Previous Year Loss :(Rs. 5,08,558/-)).
The Company is facing difficulties in building the requisite eco-system to support
start-up entities in the Eastern Region of India.
Sumedha Management Solutions Pvt. Ltd. (IPE)
During the year the Company recorded a revenue of Rs. 4,94,80,871/- (Previous Year :
Rs. 4,46,25,576/-) and Net Profit of Rs. 81,65,016/- for the year ended 31st March, 2023
(Previous Year : Rs. 39,47,163/-).
The Company continues to expand its activities as an insolvency professional entity and
rationalise its cost in these challenging times.
Material Subsidiary
In accordance with the Regulation 16 of the SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015 (‘Listing Regulations), the unlisted subsidiary of
this Company is not a material subsidiary. The Company has formulated a policy for
determining material subsidiary. The policy can be accessed at the Companys website at
http://www.sumedhafiscal.com/policies_feb2022/MaterialSubsidiaryPolicy_09022022.pdf.
Corporate Social Responsibility (CSR)
Your Company strives to be a socially responsible Company and strongly believes in
development, which is beneficial for the society at large. As per Section 135 of the
Companies Act, 2013 during the FY 2021-22, the Company was required to spend at least 2
per cent of its average net profit of the preceding three financial years on CSR
activities.
The Company had duly spent the required amount and complied with other statutory
requirements in pursuance of the provisions of Section 135 of the Companies Act, 2013 and
Rules thereto.
Further, based upon the financials of FY 2021-22, for the year under review the Company
did not fulfil the criteria of net worth, turnover and net profit as prescribed for CSR
applicability and in accordance with the recent amendments in CSR Regulations, companies
are now relaxed from all the CSR compliances immediately upon ceasing to meet the
statutory limits of applicability in the preceding financial year as against immediately
three preceding financial years of non-applicability.
Business Responsibility Report
The Company is not required to comply with the requirements associated with Regulation
34(2)(f) of the Listing Regulations, 2015. Secretarial Standards
The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of
the Board of Directors and ‘General Meetings, respectively, have been duly followed
by the Company.
Directors Responsibility Statement
The Board of Directors acknowledge the responsibility for ensuring compliance with the
provisions of Section 134(3) (c) read with
Section 134(5) of the Companies Act, 2013 in preparation of the Annual Accounts for the
year under review and state that:
(i) in the preparation of the Annual Accounts, the applicable accounting standards have
been followed and there are no material departure;
(ii) 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 profits of the
Company for the year ended on that date;
(iii) the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(iv) the annual accounts have been prepared on a going concern basis;
(v) the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
(vi) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, the work performed by the internal, statutory
and secretarial auditors, including the audit of internal financial controls over
financial reporting by the statutory auditors and the reviews performed by management and
the relevant board committees, including the audit committee, the Board is of the opinion
that the Companys internal financial controls were adequate and effective during FY
2022-23.
Directors
Members of the Company at its 33rd Annual General Meeting held on 17th September, 2022,
approved reappointment of Mr. Anil Kumar Birla (DIN: 00015948) as a Director liable to
retire by rotation.
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Companys Articles of Association, Mr. Bij ay Murmuria (DIN: 00216534), Director, retires
by rotation at the forthcoming Annual General Meeting and being eligible offers himself
for re-appointment. The Board of Directors on recommendation of the Nomination and
Remuneration Committee has recommended his re-appointment.
Further, pursuant to the applicability of Sections 149, 150, 152 read with Schedule IV
and any other applicable provisions, if any, of the Companies Act, 2013 and as per
Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the consent has been obtained from the members of the Company through
postal ballot for continuance of directorship of Dr. Basudeb Sen (DIN: 00056861) who shall
attain the age of 75 years on 16.06.2023, as an Independent Non-Executive Director of the
Company till the conclusion of his tenure of appointment.
Board Evaluation
The Company had annual evaluation of its Board, Committees and individual Directors
pursuant to the provisions of Companies Act, 2013 and Listing Regulations. The Nomination
and Remuneration Committee (NRC) specified the methodology for effective evaluation of
performance of Board and Committees and individual Directors and also finalised the
evaluation criteria (containing required particulars as per Guidance Note issued by the
SEBI) and authorized the Board to undertake the evaluation process. The Evaluation
Statement was reviewed by the Independent Directors.
The performance of individual directors was evaluated on parameters, such as, number of
meetings attended, contribution made in the discussions, contribution towards formulation
of the growth strategy of the Company, independence of judgement, safeguarding the
interest of the Company and minority shareholders etc. The Board then evaluated the
performance of the Board, Committees and the individual Directors in the prescribed
manner.
Declaration by Independent Directors
Necessary declarations have been obtained from all the Independent Directors that they
meet the criteria of independence under sub-section (6) of Section 149 of the Companies
Act, 2013 and as per Regulation 25 read with Regulation 16 of SEBI LODR Regulations. In
the opinion of the Board there has been no change in the circumstances which may affect in
the status of independent directors of the Company and the Board is satisfied of the
integrity, expertise and experience (including proficiency in terms of Section 150(1) of
the Companies Act, 2013 and applicable rules thereunder) of all Independent Directors on
the Board. In terms of Section 150 read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, Independent Directors of the Company have
undertaken requisite steps towards the inclusion of their names in the databank of
Independent Directors maintained with the Indian Institute of Corporate Affairs.
Meetings of the Board
During the year under review, 4 (Four) Board Meetings were convened and held. The
details thereof are given in the Corporate Governance Report. The intervening gap between
the Meetings was within the period prescribed under the Companies Act, 2013.
Key Managerial Personnel (KMP)
The Company is having the following Key Managerial Personnel during the year
| Name |
Designation |
| Mr. Bhawani Shankar Rathi |
Whole-time Director |
| Ms. Dhwani Fatehpuria |
Company Secretary |
| Mr. Girdhari Lal Dadhich |
Chief Financial Officer |
Committees of the Board
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
The details of the Committees along with their composition, number of meetings and
attendance at the meetings are provided in the Corporate Governance Report.
Loans, Guarantees or Investments
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are provided in the Notes to Financial Statements.
Vigil Mechanism/Whistle Blower Policy
The Company has a Whistle Blower Policy to report genuine concerns or grievances. The
Whistle Blower Policy has been posted on the website of the Company
http://www.sumedhafiscal.com/policies_feb2022/whistleblowerpolicy 09022022.pdf.
Nomination and Remuneration Policy
The Company has updated its Nomination and Remuneration Policy for determining
remuneration of its Directors, Key Managerial Personnel and Senior Management and other
matters provided under Section 178(3) of the Companies Act, 2013 and Listing Regulations,
adopted by the Board. The details of this policy have been posted on the website of the
Company http://www.sumedhafiscal.com/policies _feb2022/N_R_Policy_wef09022022.pdf.
The Remuneration Policy has also been outlined in the Corporate Governance Report
forming part of this Annual Report.
Particulars of Contract or Arrangements made with Related Parties
Particulars of contracts or arrangements with related parties referred to in Section
188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure
IV to the Boards Report. There have been no materially significant related party
transactions, monetary transactions or relationships between the Company and its
directors, the management, subsidiaries or relatives during the year.
The Company has formulated a policy on materiality of related party transactions and
also on dealing with related party transactions. The policy is available on the Companys
website - http://www.sumedhafiscal.com/policies_feb2022/
policy_on_rpt_09022022.pdf. The Policy intends to ensure that proper reporting,
approval and disclosure processes are in place for all transactions between the Company
and Related Parties.
All Related Party Transactions are placed before the Audit Committee (for prior
approval and noting) as well as the Board of Directors (for its information and approval,
wherever necessary), on a quarterly basis.
Risk Management Policy and Internal Financial Control
The Company has an Internal risk management policy providing effective risk management
framework for identifying, prioritizing and mitigating risks, which may impact attainment
of short and long term business goals of our company. The main objective of the policy is
to assess & evaluate significant risk exposures & assess managements actions to
mitigate the exposures in a timely manner. The process aims to analyze internal and
external environment and manage economic, financial, market, operational, compliance and
sustainability risks and capitalizes opportunities of business success. The risk
management framework, which is based on our Companys risk management process, is aligned
with strategic planning, deployment and capital project evaluation process of the Company.
Risk Management System has been integrated with the requirements of internal controls
as referred to in Section 134(5)(e) of the Companies Act, 2013 to evolve risk related
controls.
A detailed note on risk management is given in Management Discussion & Analysis/
Integrated Report section forming part of this Annual Report.
Deposits
The Company has neither accepted nor renewed any deposits during the year. No deposit
has remained unpaid or unclaimed at the end of the year under review.
Going Concern Status
No significant and material orders have been passed by the Regulators or Courts or
Tribunals impacting the going concern status of the Company and its operation in the
future.
Compliance System
Based on quarterly reports on the status of statutory compliance from Departmental
Heads/ Responsibility Centres, the Company Secretary issues Certificate under Section 205
of the Companies Act, 2013 (Act) and Rules made thereunder. The Certificate is also
endorsed by the Whole-time Director of the Company and placed before the Audit Committee
and Board of Directors for review.
The status of Statutory Compliance is verified by the Internal Auditors and Secretarial
Auditors pursuant to Sections 138 and 204 of the Companies Act, 2013 as well as Annual
Secretarial Compliance Report pursuant to Regulation 24A of Listing Regulations.
Annual Return
The copy of Annual Return is available on the Companys website:
http://www.sumedhafiscal.com/annual_return.asp
AUDITORS Statutory Auditors
M/s. V. Singhi & Associates, Chartered Accountants, 4, Mangoe Lane, Ground Floor,
Kolkata - 700001 (Firm Registration No. 311017E) were appointed as the Statutory Auditors
of the Company for a period of 5 (five) consecutive years for the period from Financial
Years 2022-23 to 2026-27, at the 33rd AGM of the Company held on 17-Sep-2022.
The Board and the Audit Committee have approved their continuation as Statutory
Auditors of the Company for the Financial Year 2023-24, based on their consent and
confirmation of eligibility dated April 26, 2023.
The Statutory Auditors have issued an unqualified audit report on the annual accounts
of the Company for the year ended 31st March, 2023.
Auditors Report
The Auditors Report to the Shareholders does not contain any reservation,
qualification, or adverse remark. During the year under review, neither the statutory
auditors nor secretarial auditors have reported to the Audit Committee of the Board under
Section 143(12) of the Act, any instances of fraud committed against the Company by its
officers and employees, the details of which need to be mentioned in this Report.
Secretarial Audit
Based on the consent received from M/s. A. K. Labh & Co. and recommendation of the
Audit Committee, in terms of the requirements of Section 204 of the Companies Act, 2013
and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014,
M/s. A. K. Labh & Co., Practicing Company Secretaries has been re-appointed to conduct
the Secretarial Audit of the Company for FY 2023-24.
The Secretarial Audit Report for FY 2022-23 (attached as Annexure - V) does not
contain any qualification.
Cost Audit
The Company is not engaged in production of goods or providing services pursuant to
Section 148 of the Act and therefore not required to comply with the requirements
thereunder.
Boards Response on Auditors Qualification, Reservation or Adverse Remark or
Disclaimer Made
There are no qualifications, reservations or adverse remarks made by the Statutory
Auditors in their report or by the Practicing Company Secretary in their Secretarial Audit
for FY 2022-23. During the year, there has been no instances of frauds reported by
Auditors under section 143(12) of the Companies Act, 2013.
Significant and Material Orders Passed by the Courts/ Regulators
During the year under review, no significant and material order has been passed by any
regulator or by any Court which has a material impact on the financial position of the
Company.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013
The Company has a Prevention of Sexual Harassment Policy in line with the requirements
of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. During the period under review, no complaint was received by the Internal Complaint
Committee.
Conservation of Energy and Technology Absorption
Since the Company does not own any manufacturing facility, the other particulars
relating to conservation of energy and technology absorption stipulated in the Companies
(Accounts) Rules, 2014 are not applicable.
Foreign Exchange Earning and Outgo
Foreign Exchange earnings and outgo during the year under review were Rs. 144.63 Lacs
and Rs. 12.06 Lacs, respectively (Previous Year Rs. 141.96 Lacs and Rs. Nil,
respectively).
Particulars of Employees
The ratio of the remuneration of each Director to the median employees remuneration
and other particulars or details of employees pursuant to Section 197(12) of the Companies
Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are attached to this Report as Annexure VI.
None of the employees of the Company is in receipt of remuneration coming under purview
of the said Section/Rule.
A Statement comprising of top 10 employees in terms of remuneration drawn is annexed as
Annexure VII. The said Annexure is not being sent along with this Annual Report to
the Members of the Company in line with the provisions of Section 136 of the Act. Members
who are interested in obtaining these particulars may write to the Company Secretary at
the Registered Office of the Company.
Key Financial Ratio
Key Financial Ratios for the financial year ended March 31, 2023, are provided in the
Management Discussion and Analysis Report.
Green Initiative
Electronic copy of the Annual Report for FY2022-23 and the Notice of the ensuing AGM is
being sent to all shareholders whose email addresses are available in demat account and
registered with Companys Registrar and Share Transfer Agent. Shareholders holding shares
in demat form are requested to update their email addresses with their Depository
Participant(s) and for shareholders holding shares in physical form, should get their
email registered/ updated with Companys Registrar and Share Transfer Agent.
Other Disclosures :
1. The Company has not entered into any one time settlement proposal with any Bank or
financial institution during the year under report.
2. As per available information, no application has been filed against the Company
under the Insolvency and Bankruptcy Code, 2016 nor any proceedings thereunder is pending
as on 31.03.2023.
Appreciation
Your Directors take this opportunity to thank the customers, shareholders, financial
institutions, stock exchanges, SEBI, National Securities Depository Limited, Central
Depository Services (India) Limited and other government and regulatory agencies for their
consistent support and encouragement to the Company.
We also place on record our sincere appreciation to all the members of SFSL family
including our employees and authorized persons for their hard work, support and
commitment. Your Board recognizes and appreciates the contributions made by all employees
at all level that ensure sustained performance.
|
On Behalf of the Board |
|
Ratan Lal Gaggar |
| Place: Kolkata |
Chairman |
| Date: 6th May, 2023 |
DIN : 00066068 |
+91-9892691696
