Dear Shareholders / Members,
The Directors are pleasured to present the 33rd ANNUAL REPORT together with
the Audited Financial Statement for the Financial Year 2022-23 ended 31st
March, 2023.
1. FINANCIAL PERFORMANCE:
(Rs. in Lakh)
Particulars |
2022-23 |
2021-22 |
Total Income |
26.42 |
24.34 |
Profit before finance cost |
2.87 |
1.28 |
Less: Finance cost |
- |
- |
Profit before tax |
2.87 |
1.28 |
Less: Current Tax |
0.74 |
0.31 |
Profit after tax |
2.13 |
0.97 |
There are no material changes and commitment affecting the financial position of the
Company which have occurred between 1st April, 2023 and date of this report.
2. DIVIDEND:
With a view to conserve the resources for the working capital requirement of the
Company, the Board of Directors has not recommended any dividend on the Equity Shares for
the year under review ended 31st March, 2023.
3. REVIEW OF OPERATIONS / COMPANY AFFAIRS:
The Company earned total Income of Rs. 26.42 Lakh during FY 2022-23 under review
compared to 24.34 Lakh during FY 2021-22. The Company has earned Profit before Interest
and Depreciation of Rs.2.87 Lakh during FY 2022-23 under review compared to Rs. 1.28 Lakh
during FY 2021-22. After providing for Depreciation, finance cost, effect of impairment of
financial instruments and Tax expenses, the Net Profit for FY 2022-23 under review stood
Rs. 2.13 Lakh compared to Net Profit of Rs. 0.97 Lakh during FY 2021-22.
4. DIRECTORS:
4.1 One of your Directors viz. Mr. Ashok Chhajer (DIN: 00280185) retires by rotation in
terms of the Articles of Association of the Company. However, being eligible offers
himself for re-appointment.
4.2 Brief profile of the Director being re-appointed as required under Regulations
36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings is
provided in the Notice for the forthcoming AGM of the Company.
4.3 The Company has received necessary declaration from each Independent Director of
the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with
the criteria of their independence laid down in Section 149(6) of the Act.
4.4 In terms of provisions of Section 150 of the Companies Act, 2013 read with Rule
6(4) of the Companies (Appointment & Qualification of Directors) Amendment Rules, 2019
the Independent Directors of the Company have registered themselves with the Indian
Institute of Corporate Affairs, Manesar (‘IICA).
4.5 The Board of Directors duly met 5 times during the financial year under review. The
details of Board Meeting convened and held, are given in the Corporate Governance Report.
The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013 and circulars and regulations issued under SEBI (LODR) Regulations,
2015 as amended from time to time.
4.6 Formal Annual Evaluation:
The Nomination and Remuneration Committee adopted a formal mechanism for evaluating the
performance of the Board of Directors as well as that of its Committees and individual
Directors, including Chairman of the Board, Key Managerial Personnel/ Senior Management
etc. The exercise was carried out through an evaluation process covering aspects such as
composition of the Board, experience, competencies, governance issues etc.
4.7 DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby
confirmed:
(i) that in the preparation of the annual accounts, the applicable accounting standards
had been followed along with proper explanation relating to material departures;
(ii) that 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 31st March,
2023 being end of the financial year 2022-23 and of the Profit of the Company for the
year;
(iii) that the Directors had taken proper and sufficient care for 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) that the Directors had 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 systems were adequate and operating effectively.
5. LISTING:
The Equity Shares of the Company are listed on BSE Limited & Calcutta Stock
Exchange Limited. The Company is generally regular in payment of Annual Listing Fees. The
Annual Listing Fees has been paid to BSE Limited for the FY 2023-24.
6. SHARE CAPITAL:
The paid-up Share Capital of the Company as on 31st March, 2023 was Rs.
300.06 Lakh. As on 31st March, 2023, the Company has not issued shares with
differential voting rights nor granted stock options nor do sweat equity and none of the
Directors of the Company hold any convertible instruments.
7. RESERVES:
Your Company does not propose to transfer any amount to general reserve.
8. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:
The Board has adopted policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the Companys policies, safeguarding of
assets, prevention and detection of frauds and errors, accuracy and completeness of the
accounting records and the timely preparation of reliable financial disclosures.
9. MANAGERIAL REMUNERATION:
The Company has not paid any Managerial Remuneration or other benefits to any of its
Directors.
The Board of Directors has framed a Remuneration Policy that assures the level and
composition of remuneration is reasonable and sufficient to attract, retain and motivate
Directors, Key Managerial Personnel and Senior Management to enhance the quality required
to run the Company successfully. All the Board Members and Senior Management personnel
have affirmed time to time implementation of the said Remuneration policy.
The Nomination and Remuneration Policy is available on the Companys
website-www.typhoonfinancial.com
10. KEY MANAGERIAL PERSONNEL (KMP) :
There are no material payments to KMP/ Employees. As no material payments have been
made the amount is not comparable with the performance of the Company.
There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of
Companies Appointment & Remuneration of Managerial personnel) Rules, 2014. The number
of permanent employees of the Company are three.
% INCREASE IN REMUNERATION OF DIRECTORS AND KMP:
Sr. No. |
Name of the Director & KMP |
Designation |
Percentage Increase (If any) |
1. |
Ms. Richa Shah |
Company Secretary |
10% |
2. |
Ms. Shruti Chhajer |
CFO |
|
11. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT &
SECURITIES PROVIDED:
Details of Related Party Transactions and details of Loans, Guarantees and Investments
covered under the provisions of Section 188 and 186 of the Companies Act, 2013
respectively are given in the notes to the Financial Statements attached to the Directors
Report.
All transactions entered by the Company during the financial year with related parties
were in the ordinary course of business and on an arms length basis. During the year, the
Company had not entered into any transactions with related parties which could be
considered as material in accordance with the policy of the Company on materiality of
related party transactions.
The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board may be accessed on the Companys website at
www.typhoonfinancial.com.
12. CORPORATE GOVERNANCE AND MDA:
As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Report on Corporate Governance(on voluntary
basis), Management Discussion and Analysis (MDA) and a certificate regarding compliance
with the conditions of Corporate Governance are appended to the Annual Report as Annexure
- A.
13. SECRETARIAL AUDIT REPORT:
Your Company has obtained Secretarial Audit Report as required under Section 204(1) of
the Companies Act, 2013 from M/s. Nishant Pandya & Associates, Company Secretaries,
Ahmedabad. The said Report is attached with this Report as Annexure - C. The
remarks of Auditor are self explanatory.
14. ANNUAL RETURN:
The Annual Return as required under Section 92(3) of the Companies Act, 2013 and Rule
12 of the Companies (Management and Administration) Rules, 2014 is available on the
website of the Company and can be accessed at www.typhoonfinancial.com.
15. DEMATERIALISATION OF EQUITY SHARES:
Shareholders have an option to dematerialise their shares with either of the
depositories viz. NSDL and CDSL. The ISIN allotted is INE761R01013.
16. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS RELATIONSHIP
COMMITTEE:
The details of various committees and their functions are part of Corporate Governance
Report.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
Your Company being in the Industry of Investment and Finance, the particulars relating
to conservation of Energy, Technology Absorption etc. are not applicable. The Company has
not earned or spent any amount in Foreign Exchange.
18. STATUTORY AUDITORS:
At the Annual General Meeting of the members of the Company held on 21st
September, 2020, M/s. Sahib S. Choudhary & Co., Chartered Accountants, Kolkata were
appointed as Statutory Auditors of the Company for a period of 5 years to hold office till
the conclusion of the 35thAnnual General Meeting to be held in the year 2025.
The Auditors Report for year 2023 does not contain any qualification, reservation or
adverse remark. The Report is enclosed with the financial statements in this Annual
Report.
19. INSIDER TRADING POLICY:
As required under the Insider Trading Policy Regulations of SEBI, your Directors have
framed and approved Insider Trading Policy for the Company i.e. ‘Code of Practices
and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and
‘Code of Conduct for Regulating Monitoring and Reporting of Trading by Designated
Persons/Insiders. The Policy is available on the companys website.
20. GENERAL:
20.1. INSURANCE:
The Companys properties continue to be adequately insured against risks such as fire,
riot, strike, civil commotion, malicious damages, etc.
20.2 FIXED DEPOSITS:
The Company has not accepted any fixed deposits from the public within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
2014.
20.3 RISKS MANAGEMENT POLICY:
The Company has a risk management policy, which from time to time, is reviewed by the
Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed
quarterly by assessing the threats and opportunities that will impact the objectives set
for the Company as a whole. The Policy is designed to provide the categorization of risk
into threat and its cause, impact, treatment and control measures. As part of the Risk
Management policy, the relevant parameters for protection of environment, safety of
operations and health of people at work are monitored regularly with reference to
statutory regulations and guidelines defined by the Company.
20.4 SUBSIDIARIES/ ASSOCIATES/ JVS:
The Company does not have any Subsidiaries/ Associates Companies / JVs.
20.5 CODE OF CONDUCT:
The Board of Directors has laid down a Code of Conduct applicable to the Board of
Directors and Senior Management. All the Board Members and Senior Management personnel
have affirmed compliance with the code of conduct.
20.6 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There has been no significant and material order passed by any regulators or courts or
tribunals, impacting the going concern status of the Company and its future operations.
20.7 ENVIRONMENT AND SAFETY:
The Company is conscious of the importance of environmentally clean and safe
operations. The Companys policy requires conduct of operations in such a manner, so as to
ensure safety of all concerned, compliances of environmental regulations and preservation
of natural resources.
20.8 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:
There have been no instances of fraud reported by the Auditors under Section 143(12) of
the Companies Act, 2013.
20.9 SECRETARIAL STANDARDS:
The Company complies with the Secretarial Standards, issued by the Institute of Company
Secretaries of India, which are mandatorily applicable to the Company.
20.10 CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
During this period under the provisions under section 135 in respect of CSR is not
applicable to the Company. Hence, your Directors have not constituted the Corporate Social
Responsibility (CSR) Committee.
20.11 DETAILS OF PROCEEDINGS UNDER IBC & OTS, IF ANY:
There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. Further,
there was no instance of one time settlement with any Bank or Financial Institution.
20.12 AGREEMENTS EFFECTING THE CONTROL OF THE COMPANY:
No agreements have been entered / executed by the parties as mentioned under clause 5A
of paragraph A of Part A of Schedule III of SEBI (Listing Obligation and Disclosures
Requirements) Regulations, 2015 which, either directly or indirectly effect / impact the
Management or Control of the Company or impose any restriction or create any liability
upon the Company.
21. DISCLOSURE OF ACCOUNTING TREATMENT
In the preparation of the financial statements, the Company has followed the Accounting
Standards referred to in Section 133 of the Companies Act, 2013. The significant
accounting policies which are consistently applied are set out in the Notes to the
Financial Statements.
22. DISCLOSURE OF MAINTENANCE OF COST RECORDS:
Maintenance of cost records as specified by the Central Government under sub-section
(1) of section 148 of the Companies Act, 2013, is not applicable to the Company.
23. ACKNOWLEDGEMENT:
Your Directors express their sincere thanks and appreciation to Promoters, Shareholders
and Customers for their support and co operation. Your Directors also place on record
their gratitude to the Bankers of the Company and Government Departments for their
confidence reposed in the Company.
|
For and on behalf of the Board, |
|
Manish Joshi |
Place : Ahmedabad |
Chairman |
Date: 21st July, 2023 |
DIN: 06936130 |
+91-9892691696
