aagam capital ltd Directors report

Company face loss of amount Rs.13.74 for the period ended 31st March, 2023 as against loss of Rs.19.67 during previous year. The total income of the company decreased from Rs.6.89 to Rs. 4.59. The EPS of the company for the year under review is Rs.(0.27). Your directors expect and will make more efforts to improve the performance of the company during the current year as compared to previous year.

Due to inadequate profits your directors do not recommend any dividend during the year under review.

Due to loss in the current year the company has not transfer any sum to special reserve accounts in compliance with the RBIAct, 1934.

The company has not accepted any public deposits under the provisions of the Companie Act, 2013 (Act).

As on 31 March 2023, paid-up share capital of the Company stood at Rs. 5.00 crore consisting of 50,00,000 equity shares of face value of Rs.10 each fully paid-up.

Your company does not have any Subsidiary/ Joint Venture andAssociate Companies.

The Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

Granting of loans and advances and making investments is the core area of operations of the company. The Board of Directors of your company carries out these operations with active care and all essentials precaution thereby enhancing stakeholders values.

10. COMPOUNDING OF OFFENCES:

The violation mentioned in the show cause notices issued to the company pursuant to inspection by the Regional Director under section 206(5)/207 are compoundable in nature and hence the Board of Directors of the Company have filed compounding application before concern authorities i.e., Regional Director/ National Company Law Tribunal and awaiting for an order from the aforesaid authorities.

11. CHANGE IN THE NATURE OF BUSINESS, IFANY:

There was no change in the nature of business of the company during the year.

12. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL

POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company and the date of this Report.

13. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of section 135 of the CompaniesAct, 2013 are not applicable to the company.

14. DIRECTORSAND KEY MANAGERIAL PERSONNEL:

Appointments & Cessation of Directors

During the year under review there was no change in the Board of Directors of the Company. a. Mr. Naresh Jain, Director (DIN: 00291963), retires by rotation at the ensuing AGM, being eligible, offers himself for re-appointment. Necessary details for re-appointment as required under theAct and the SEBI Listing Regulations is given in the notice of 31stAGM.

b. Mr. Rajendra Siddhoji Redekar (DIN: 02713973) was appointed as an Independent Director at the 27th Annual General Meeting held on 28th September, 2019, for a period of 5 years with effect from 22nd December, 2018, till21st December, 2023. Based on the recommendation of the NRC, his re-appointment for a second term of 5 years is proposed at the ensuing 31stAGM for the approval of the Members by way of special resolution.

Key Managerial Personnel:

As on March 31, 2023, the following were Key Managerial Personnel ("KMP") of the Company as per Sections 2(51) and 203 of theAct:

i. Mr.Anil Kothari, Wholetime Director & CFO

ii. Ms. Kavita Jain, Company Secretary

15. BOARD EVALUATION:

The Board has carried out an annual performance evaluation of its own, the Independent Directors, Committee and other Individual Directors. The details of performance evaluation have been made available on the Website of the Company i.e. www.aagamcapital.com.

16. POLICY ON DIRECTORSAPPOINTMENTAND REMUNERATION:

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the board and separate its functions of governance and management. The remuneration paid to directors if any is recommended by the Nomination and Remuneration Committee and approved by Board of Directors and Shareholders of the Company. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company. The policy of the company on directors appointment and remunerations available on the website of the company i.e., www.aagamcapital.com.

17. COMMITTEES OF THE BOARD:

The company has the following three committees of the board: I. Audit Committee II. Nomination and Remuneration Committee III. Stakeholders Relationship Committee

The composition of each of the above committees, their respective role and responsibility i s in conformity with the provisions of the CompaniesAct,2013 and SEBI (LODR) Regulations, 2015 and amendments made therein from time to time.

18. MEETING OF BOARD OF DIRECTORS:

During the year under review, 6 (Six) Board Meetings were held on 30/05/2022, 13/06/2022, 10/08/2022, 12/11/2022, 10/02/2023 and 23/03/2023. The details of number of meetings attended by each director are as follows:

19. AUDIT COMMITTEE

The Composition of the Audit committee is in accordance with the requirements of section 177 of the Companies Act 2013 and comprises of Mr. Suryakant Kadakane as Chairman and Mr. Rajendra Redekar and Mr.Anil Kothari as its members.

During the Financial Year 2022-2023, 4 (four) meetings of theAudit Committee of the Board of Directors were held on 30/05/2022, 10/08/2022, 12/11/2022 and 10/02/2023. All the recommendations made by theAudit Committee were accepted by the Board.

20. NOMINATIONAND REMUNERATION COMMITTEE:

The Composition of the Nomination and Remuneration Committee is in accordance with the requirements of section 178 of the Companies Act 2013, and comprises of Mr. Suryakant Kadakane as Chairman, Mr. Rajendra Redekar and Ms. Preeti Doshi as its members.

During the Financial Year 2022-2023, 1 (One) meeting of the Nomination and Remuneration Committee of the Board of Directors was held on 23/03/2023.

21. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Composition of the Stakeholders Relationship Committee is in accordance with the requirements of section 178 of the Companies Act, 2013, and comprises of Mr. Naresh Jain as Chairman, Mr. Suryakant Kadakane, Mr. Rajendra Redekar as its members. During the Financial Year 2022-2023, 6 (Six) Board Meetings were held on 30/05/2022, 13/06/2022, 10/08/2022, 12/11/2022, 10/02/2023 and 23/03/2023.

22. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors of the Company at their meeting held on 10th February, 2023 reviewed the performance of non- independent directors and the Board as a whole including the Chairman of the Company by taking into consideration views expressed by the executive directors and non-executive directors at various level pertaining to the quality, quantity and timeliness of flow of information between the company, management and the board have expressed their satisfaction.

23. DECLARATION BY THE INDEPENDENT DIRECTORS:

The independent directors have submitted a declaration of independence, stating that they meet the criteria of independence provided under section 149(6) of the Act, as amended, and regulation 16 of the SEBI Listing Regulations.

The Board had taken on record the declaration and confirmation submitted by the independent directors regarding meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of regulation 25 of the SEBI Listing Regulations.

24. CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 15 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the compliance with the Corporate Governance provisions specified in Regulations17to27andClauses(b)to(i)ofsub-regulation(2)ofRegulation46andparaC,Dand Eof ScheduleVshallnotapplytotheCompanyandhencetheCorporateGovernanceReport doesnotformspartofthisreport.

25. RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into during the financial year were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. Hence there does not exists any details to be mentioned in FormAOC-2 which is attached as "Annexure - I".

All Related Party Transactions are placed before the Audit Committee for approval. The Company has adopted a Related Party Transactions Policy. The policy as approved by the board is uploaded on the Companys website at www.aagamcapital.com.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The provisions of section 186 of the Companies Act, 2013 pertaining to investment and lending activities are not applicable to the company since the company is a Non-Banking Financial Company ("NBFC").

27. MANAGEMENT DISCUSSIONANDANALYSIS REPORT:

Management Discussion andAnalysis Report as stipulated under SEBI (Listing Obligations and Disclosure Requirements), 2015 forms part of this report.

28. EXTRACT OFANNUAL RETURN:

In accordance with the requirements of Section 92 (3) read with Section 134(3)(a) of the Companies Act, 2013 the Annual Return as on 31stMarch, 2023 is available on the Companys website at www.aagamcapital.com.

29. RISK MANAGEMENT POLICY:

The Board of Directors have adopted a risk management policy for the Company which provides for identification, assessment and control of risks which in the opinion of the Board may pose significant loss or threat to the Company. The Management identifies and controls risks through a defined framework in terms of the aforesaid policy.

30. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The Company has a whistle blower policy encompassing vigil mechanism pursuant to the requirements of the section 177(9) of the Act and regulation 22 of the SEBI Listing Regulations. TheAudit Committee reviews the functioning of the Whistle blower policy. T h e policy/vigil mechanism enables directors and employees to report to the management t h e i r concerns about unethical behaviour, actual or suspected fraud or violation of the companys code of conduct or ethics policy and leak or suspected leak of unpublished price s e n s i t i v e information.

The whistle blower policy is uploaded on the website of the Company and can be accessed at www.aagamcapital.com.

31. INTERNAL CONTROL SYSTEMS:

The internal financial controls of the Company are commensurate with its size, scale and complexity of operations. The company has policies and procedures which inter alia ensure integrity in conducting business, timely preparation of reliable information, accuracy and completeness in maintaining accounting records and prevention and detection of frauds and errors. TheAudit Committee actively reviews the adequacy and effectiveness of the internal financial control systems and suggests improvements if any to strengthen the same.

32. CORPORATE WEBSITE:

The Companys web address is www.aagamcapital.com The website contains a complete overview of the Company. The Companys Annual Report, financial results, details of its business, shareholding pattern, compliance with Corporate Governance, contact information of the designated officials of the Company who are responsible for assisting and handling investor grievances, the distribution schedule, and Code of Conduct are uploaded on the website.

33. DIRECTORS RESPONSIBILITY STATEMENT:

In compliance of section 134(5) of theAct, the directors state that: i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. they 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 at the end of the financial year 31st March, 2023;

iii. they 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. they have prepared the annual accounts on a going concern basis.

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively. vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

34. STATUTORYAUDITORSAND HIS REPORT:

Appointment of M/s B M Gattani & Co., Chartered Accountants (Firm Registration Number 113536W) as Statutory Auditors of the Company in place of M/s Motilal & Associates LLP, CharteredAccountants (Firm Registration Number 106584W/W100751).

M/s Motilal& Associates LLP, Chartered Accountants, the current Statutory Auditors of the Company have completed their terms as Statutory Auditors of the Company. M/s Motilal & Associates LLP, Chartered Accountants are not statutorily eligible for re-appointment and therefore cannot continue as Statutory Auditors of the Company with effect from the conclusion of the 31stAnnual General Meeting.

At the Meeting held on Friday, 11thAugust, 2023, the Board of Directors have recommended the appointment of M/s B M Gattani & Co., Chartered Accountants (Firm Registration Number 113536W) as Statutory Auditors of the Company, in place of M/s Motilal & Associates LLP, Chartered Accountants, to hold office from the conclusion of 31st Annual General Meeting till the conclusion of the 36th Annual General Meeting on remuneration to be fixed by the Board of Directors as may be recommended by the Audit Committee, subject to the approval of the Members.

The Audit Report of M/s. Motilal & Associates LLP on the Financial Statements of the Company for the Financial Year 2022-2023 forms part of this Annual Report. The report doesnot contain any qualification, reservation, adverse remark or disclaimer.

35. SECRETARIALAUDITORAND HIS REPORT:

Pursuant to the provisions of section 204 of the Act, the Board has appointed Mr. Suprabhat Chakraborty, practising company secretary (C.P. No. 15878), to undertake secretarial audit of the Company.

Areport from the secretarial auditor in the prescribed Form MR-3 is annexed as "Annexure -III " to this Report. The report contains the following observations:

The Company has not paidAnnual Listing Fees and trading in Bombay Stock Exchange has been suspended.

Management would like to state that the trading in the script of the Company was suspended abruptly by BSE without giving proper notice. The Stock Exchange has not raise any invoice towards listing fees after suspending the trading. The matter is being contested by the company with BSE and waiting for final order.

36. INTERNALAUDITOR:

M/s Abhishek R Jain & Co., Chartered Accountant (FRN. 148930WN) were appointed as InternalAuditor for the financial year 2022-2023. They have submitted their report based o n the internal audit conducted during the year under review.

37. DISCLOSURE AS TO MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE

CENTRAL GOVERNMENT UNDER SECTION 148 (1) OF THE COMPANIES ACT, 2013:

Not applicable

38. STOCK EXCHANGE DETAILS:

Your Company is listed under BSE Ltd (BSE). Stock Code: 531866 ISIN: INE817D01013

39. DEMATERIALIZATION OF SHARES:

83.00% of the Companys paid up Equity Shares Capital is in dematerialization form as on 31st March, 2023 and balance 17.00% is in physical form.

BigshareServicesPvtLtdat1stFloor,BharatTinWorksBuilding,Opp.VasantOasis, Makwana Road, Marol, Andheri East, Mumbai - 400059 is Share Registrat and Transfer Agents of the Company.

40. SIGNIFICANTAND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS:

During year, no significant and material orders were passed by any regulator or court or tribunal impacting the going concern status and Companys operations in future.

41. PARTICULARS OF EMPLOYEES:

ConsideringtheprovisionsofSection197(12)oftheActreadwiththerelevantrulesand having referredtoprovisionsoftheFirstProvisotoSection136(1)oftheAct,theAnnual Report is being senttothemembersoftheCompany,excludingdetailsofparticularsof employees and related disclosures.Thesaidinformation/detailsareavailablefor inspectionattheRegisteredOfficeof theCompanyduringworkinghoursonanyworking day. Any member interested in obtaining thisinformationmaywritetothecompanyand thisinformationwouldbeprovidedonrequest.

42. DISCLOSURESAS PER THE SEXUAL HARASSMENT OF WOMENAT WORKPLACE

(PREVENTION, PROHIBITIONAND REDRESSAL)ACT, 2013:

The Company has adopted a policy on Prevention, Prohibition and Redressal of Sexual HarassmentattheWorkplace,inlinewiththeprovisionsoftheSexualHarassmentof Women at Workplace (Prevention, Prohibition and Redressal)Act 2013 and the Rulest thereunder. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objectiveofprovidingasafeworkingenvironment,whereemployeesfeelsecure.TheCompany hasnotreceivedanycomplaintofsexualharassmentduringthefinancialyear2022-2023.

43. HEALTH, SAFETYAND ENVIRONMENT:

The company considers safety, environment and health as the management responsibility and therefore, being constantly aware of its obligation towards maintaining and i m p r o v i n g the environment across various spheres of its business activities.

44. CONSERVATION OF ENERGY, TECHNOLOGYAND FOREIGN EXCHANGE EARNING

AND OUTGO:

Thecompanyisnotengagedinmanufacturingactivitiesandassuchtheparticulars relating to conservation of energy and technology absorption are not applicable The company makes everyefforttoconserveenergyasfaraspossibleetc.Particularsregarding Foreign Exchange EarningsandOutgorequiredundertheprovisionsofSection134(3)(m)oftheCompaniesAct, 2013readwithRule8oftheCompanies(Accounts)Rules,2014aregiveninthenotesforming partofaccountswhichformspartoftheAnnualReport.

45. ACKNOWLEDGEMENT:

TheBoardofDirectorswouldliketoexpressitsgratitudeanditsappreciationforthe support and co-operationfromitsmembers,RBIandotherregulators.TheBoardof Directorsalsoplaceson recorditssincereappreciationforthecommitmentandhardwork putinbytheManagementand theemployeesoftheCompany.