AD Manum Finance Director Discussions


To,

The Members of,

Ad-Manum Finance Limited Indore (M.P.)

Your Directors have pleasure in presenting their 37th Annual Report on the business and operations along with the Audited Financial Statement for the Financial Year ended March 31,2023.

1. Financial Results

The Companys Financial Performance for the year ended March 31, 2023, is summarized below:

Particulars

(Amount in000)

2022-23 2021-22
Revenue from Operation 91515.54 84510.27
Other Income 8024.59 4653.42
Total Income 99540.13 89163.69
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense 79141.79 31665.98
Less: Depreciation/Amortisation/Impairment 1362.55 1644.06
Less: Finance Costs 11192.68 10144.18
Profit /loss before Exceptional items and Tax Expense 66586.56 19877.74
Add/(less): Exceptional items 0.00 0.00
Profit /loss before Tax Expense 66586.56 19877.74
Less: Current Tax 22000.00 4500.00
Add /Less: Deferred Tax (5421.80) (1181.49)
Add/Less: Adjustment in respect of Current Tax of Prior Years (187.52) (7749.42)
Profit /Loss for the Year (A) 50195.88 24308.65
Other Comprehensive Income/loss (B) 4272.01 -977.16
Total Comprehensive Income for the period (A+B) 54467.89 23331.49
Balance of Profit /Loss for earlier years (C) 132492.42 113045.50
Less: Transfer to NBFC Reserve (D) 10039.18 4861.73
Less: Dividend paid on Equity Shares (E) 0.00 0.00
Balance carried forward [(A+C) - (D+E)] 172649.12 132492.42
Earnings Per Share:
Basic & Diluted 6.69 3.24

2. Performance of the Company and State of Affairs;

The Company is a non-deposit taking category - B, NBFC Company, registered with the Reserve Bank of India. During the financial year 2022-23, the revenue from operations amounted to Rs. 915.16 Lakhs as against Rs. 845.10 Lakhs in the Previous year registering an increase of 8.29%.

The growth trend was continued whereby your Company posted Net Profit after Tax of Rs. 501.96 Lakhs for F.Y. 2022-23 as against the Profit of Rs. 243.09 Lakhs during the previous financial year, registering an increase of 106.49%. As a NBFC, the Company is having its primary activities of lending and the performance in the financial year 202223 was found to be better than the previous year(s).

Reclassification from Promoter to Public

The company has received a request from Mr. Jayanta Nath Choudhary holding 500 equity shares (0.006%) and categorized under the Promoter Group for reclassification of his status from Promoter to Public. He is eligible to make the said request and meets the criteria as specified under Reg. 31A of the Listing Regulations. Since the holding of the outgoing promoter is less than 1% of the total paid up share capital, the Company is not required to pass an Ordinary Resolution as per proviso (a) of the Regulation 31A (3)(a)(iii) of SEBI (LODR) Regulations, 2015.

Your Company is in the process of submitting the necessary application to BSE Ltd. for reclassification of Promoter to Public.

3. Change in the nature of business:

During the year under review, there were no changes in the nature of the business activities.

4. Dividend:

In order to preserve the surplus money and to utilize such amount in the business activities, your Board of Directors does not recommend any dividend during the year under review. (Previous year: Nil)

5. Transfer of Amount to the NBFC Reserves or any other reserve:

The Company has transferred Rs.100.39 Lakhs to the NBFC Statutory Reserve as per requirement of the Directions of the RBI to the NBFC (P.Y. Rs. 48.62 Lakhs), except this the company has not transferred any amount to any reserve during the year under review. (P.Y. Nil)

6. Capital Structure:

The Paid-up Equity Share Capital as on 31st March 2023 is Rs.750.00 Lakhs divided into 75,00,000 Equity Shares of Rs. 10/- each, carrying voting rights. During the year under review, the company has not issued any shares with differential voting rights nor granted stock options nor sweat equity Shares.

7. Listing of Shares of the Company:

The entire equity shares of the company continue to remain listed on BSE Ltd. (Scrip Code: 511359). The company has paid the Annual Listing Fees to BSE Ltd. and the Custodian fee to the CDSL and NSDL for the financial year 2022-23 on time. The shares of the Company are regularly traded at the BSE Ltd.

8. Transfer of Amount and Shares to Investor Education & Protection Funds (IEPF):

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules") all unpaid or unclaimed dividend are required to be transferred by the company to the IEPF Authority established by the Government, after the completion of seven years. Further, according to the rules, the resulting shares on which dividend has not been paid or claimed by the shareholders for 7 (seven) consecutive years or more also need to be transferred to the Demat account of the IEPF Authority. Accordingly, the company has transferred the unclaimed and unpaid dividends of Rs. 1,77,687/- and has also transferred resultant 37,154 equity shares of Rs. 10/- each to the IEPF Authority for the dividend declared by the company and remains unpaid/unclaimed for the year 201415. The details related to the dividend remaining unpaid-unclaimed in the Company have been given in the Corporate Governance Report attached to the Annua) Report of the Company.

9. Web Address for Placing Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) read with Rule 12 of the Companies (Management and Administration) Rules, 2014 of the Companies Act, 2013, the Annual Return as on 31st March, 2023 can be accessed on the website of Company at following link: http: //www.admanumfinance.com/annualreports.php

10. Directors Responsibility Statement:

The Directors Responsibility Statement referred to Section 134(3)(c) and 134(5) of the Companies Act, 2013:

a) In the preparation of the annual accounts for the year ended 31st March 2023, the applicable accounting standards read with requirements set out under Schedule 111 to the Act, have been followed and there is no material departures from the same;

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 as at 31slMarch 2023 and of the profit of the company for the year ended on that date;

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; ^

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 have devised proper systems to ensure compliance with the provisions of all applicable laws, and that such systems were adequate and operating effectively.

11. Board Meetings:

During FY 2022-23, 8 (Eight) Board Meetings were convened and held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 along with their rules, Secretarial Standard and the SEBI (LODR) Regulations, 2015. The details of the Board meetings held during the year along with the attendance of the respective directors are set out in the Corporate Governance Report forming part of this annual report.

12. Committees of the Board :

The Board of Directors of the Company has duly constituted the following committees as per the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015:

a) Audit Committee as per section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (LODR) Regulations, 2015.

b) Stakeholder Relationship Committee as per section 178 of the Companies Act, 2013 and Regulation 20 of SEBI (LODR) Regulations, 2015.

c) Nomination and Remuneration Committee as per section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015.

During the year under review, the Company was not required to constitute or have the Social Responsibility Committee of the Board pursuant to the provisions of section 135(1) read with section 135(9) of the Companies Act, 2013 however, after closure of the Financial Year, the company has also constituted Corporate Social Responsibility Committee as per section 135 of the Companies Act, 2013 w.e.f. 10th May, 2023.

A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this report.

13. Particulars of Loans, Guarantees, Security or Investments u/s 186 of the Companies Act, 2013:

Since, the company is registered as a NBFC with RBI, therefore, the provisions of section 186 of the Companies Act, 2013 and the disclosures relating thereto are not applicable on the company. However, the Company has made certain investments and provided loans to certain corporates during its ordinary course of business. Details of which can be reviewed in the Financial Statements of the company.

14. Particulars of Contracts or Arrangements with Related Parties referred to under Section 188(1) of the Companies Act, 2013:

The company has entered into related party transactions as specified under section 188(1) of the Companies Act, 2013 during the financial year which were in the ordinary course of business and on an arms length basis and were not material. Hence, the disclosure in the Form AOC-2 is not required to be annexed with the Board Report.

However, in respect to the provisions of Regulation 23 of the SEB1 (LODR) Regulations, 2015, the company has transactions for transfer of resources, which were categorized as material related party transactions in the ordinary course of business and on an arms length basis for which the company has already taken approval of its members in the 36th Annual General Meeting held on 20th September, 2022.

Pursuant to SEB1 Circular No: SEBI/HO/CFD/CMD1/C1R/P/2022/47 date 8th April, 2022, Your Board of Director is again proposing to pass the Ordinary Resolution under Reg. 23 of the SEBI (LODR) Regulations, 2015 for continuing the transactions for transfer of resources to Related Parties in the Ordinary Course of Business.

15. AUDITORS AND THEIR REPORTS:

a) Statutory Auditors and Statutory Audit Report:

Pursuant to the provisions of section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s Mahendra Badjatya & Co., Chartered Accountants, (F.R.No.001457C) were appointed as the Auditors of the Company to hold the office from the conclusion of 36th Annual General Meeting held on 20th September, 2022 for a period of 5 years till the conclusion of 41st Annual General Meeting to be held in the year 2027.

The Report made by the Statutory Auditors of the Company on the Financial Statements of the Company for the financial year ended 31st March 2023, read with the Explanatory Notes therein, are self-explanatory and, therefore, do not call for any further explanation or comments from the Board under section 134(3)(f) of the Companies Act, 2013. The Auditors Report does not contain any qualification, reservation, disclaimer or adverse remarks.

b) Secretarial Auditor and Secretarial Audit Report:

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of your company had appointed M/s D.K. Jain & Co., Practicing Company Secretaries, Indore (FRN-11995MP067500) to undertake the Secretarial Audit of the company for the FY 2022-23. The Secretarial Audit Report for the F.Y. ended March 31, 2023, is annexed as Annexure E. There are certain observations in the Secretarial Audit Report which needs comments by the Board of Directors of the company, which are as follows:

Secretarial Auditor Comment/Observation Board of Directors comments
The company has not obtained Special Contingency Insurance Policy as required under Para 5 of SEBI Circular No. SEBI/HO/MIRSD/ MIRSD_RTAMB/P/CIR/ 2022/ 70 dated 25th May, 2022 The risk category is not defined by the Insurance Service Providers. Once the product category is listed, we will take aforesaid policy.

c) Internal Auditors & Internal Audit Report:

The Board had appointed M/s. VSK & Company (Firm Registration Number: 000837C, Practicing Chartered Accountants as Internal Auditor of the Company for the Financial Year 2022-23.

The internal auditor reports their findings to the Audit Committee of the Board. The audit function maintains its independence and objectivity while carrying out assignments. It evaluates on a continuous basis, the adequacy and effectiveness of internal control mechanism with interaction of KMP and functional staff.

The company has taken stringent measures to control the quality of disbursement of loans and its recovery to prevent fraud. The company has also taken steps to check the performance of the functional employees of the company at branch level.

d) Cost Audit and Records:

The Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 and accordingly not required to conduct Cost Audit.

16. The Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

Your company, being a Non-Banking Finance Company has no activities involving conservation of energy. However, your company has taken adequate measures for conservation, wherever required. Also, being an NBFC, the company has no activities involving adoption of any specific technology. However, your company has been in the forefront in implementing the latest information technology and tools towards enhancing business efficiency.

There were no foreign exchange earnings and outgoing during the Financial Year under review (Previous year Nil).

17. Details of Subsidiaries, Associate Companies and Joint Ventures:

The company does not have any subsidiary, associate company, or joint venture within the provisions of the Companies Act, 2013 either at the beginning or at the end of the financial year. However, the Company is an associate of foreign company namely Agarwal Coal Corporation(s) Pte. Ltd. (Singapore) which holds 36.93% shares as the promoter Group of the Company.

18. Statement indicating Development and Implementation of a Risk Management Policy for the Company including Identification therein of Elements of Risk:

The Company is primarily engaged in the business of Investment and Lending Activities and is associated with the normal business risk of the market. Any change in the taxation and Industrial policy by the Government may adversely affect the profitability of the Company. The Company has adequate internal control to monitor the financial transactions and the books of accounts are being audited by the independent auditor of the Company.

19. Directors and Key Managerial Personnel:

a) Changes in Directors and KMP during the Financial Year:

During the year, following changes took place in the Composition of Board of Directors and KMPs of the Company: -

i. Cessation of Mohd. Raees Sheikh as Company Secretary, Compliance Officer and KMP due to resignation w.e.f. August 5, 2022.

ii. Appointment of Ms. Neha Singh as Company Secretary, Compliance Officer and KMP w.e.f. August 6, 2022.

iii. Re-appointment of Mr. Dharmendra Agrawal as Whole-time Director and CEO designated as KMP in the AGM held on September 29, 2022 for a period of 5 (Five) Years commencing from July 1, 2022 to June 30, 2027 and his office shall be liable to retire by rotation;

None of the directors have resigned during the year under review.

b) Changes in Directors and KMP after the closure of the Financial Year but before the approval of this Report:

Appointment of Mr. Dhawal Bagmar (DIN: 10217380) as an additional Director (in the category of Independent Director) of the Company w.e.f. August 1, 2023 whose appointment is needs to be confirmed in the ensuing Annual General Meeting of the Company. Particulars and brief profile of Mr. Dhawal Bagmar is provided in the Notice of Annual General Meeting.

c) Independent Directors:

Pursuant to the provision of the Companies Act, 2013, company is having 3 (Three) Independent Director as at 31st March, 2023 including 1 (One) Woman Director which are as follows:

1) Mr. Aseem Trivedi (DIN: 01244851)

2) Ms. Priyanka Jha (Women Independent Director) (DIN: 07347415)

3) Mr. Sahive Alam Khan (DIN; 09179685)

d) Statement on Declaration by Independent Directors under section 149(6) of the Companies Act, 2013:

The Company has received necessary declaration from all the Independent Directors as required under section 149(6) of the Companies Act, 2013 confirming that they meet^; the criteria of Independence as per the Companies Act, 2013 and Regulation 16(1 )(b)

SEBI (LODR) Regulation, 2015. In the Opinion of the Board, all the independent directors fulfill the criteria of independence with regard to integrity, expertise and experience (including the proficiency) as required under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 as amended from time to time. All the Independent Directors are also registered with the databank maintained by the IICA as per the requirement of the Companies Act, 2013.

e) Opinion of the Board with regard to integrity, expertise and experience including the proficiency of the Independent Directors appointed during the year:

During the period under review, the company has not appointed any new Independent Director, however the independent directors are persons of integrity, expertise, and proficiency to serve the Company as independent directors strengthening the overall composition of the Board.

f) Directors seeking confirmation/re-appointment in the ensuing General Meeting:

i. Mr. Dhawal Bagmar (DIN: 10217380) who was appointed as Additional Director (in the category of Independent Director) of the Company w.e.f. August 1, 2023, seeks confirmation to be appointed as Independent Director of the Company for a First term of 5 (Five) consecutive years w.e.f. August 1, 2023 and shall not be liable to retire by rotation.

ii. Ms. Priyanka Jha (DIN: 07347415) who was appointed as the Independent Director for a First term of 5 (Five) Consecutive Years w.e.f. March 30, 2019 and the her first term will be expired on March 29, 2024. On the recommendation of the Nomination and Remuneration Committee, the Board is proposing to reappoint her for Second term of 5 (Five) Consecutive Years w.e.f. March 30, 2024 to March 29, 2029 and she shall not be liable to retire by rotation by passing a Special Resolution in the ensuing General Meeting.

iii. Mr. Sanjeev Sharma (DIN: 07839822), who is liable to retire by rotation in the ensuing General Meeting, seeks re-appointment as Whole-time Director of the Company.

Brief profile of the directors proposed to be re-appointed at the ensuing annual general meeting has been provided in the notice of the Annual General Meeting.

20. Significant/ Material orders passed by the Regulator or Court or Tribunals:

There were no significant/material orders passed by any regulator or court or tribunal which would impact the going concern status of the company and its future operations.

21. Material Changes and Commitments, if any, affecting the Financial Position of the Company which have Occurred between the End of the Financial Year of the Company to which the Financial Statements Relate and the Date of the Report:

There have been no material changes and commitments, affecting the financial position of the Company which had occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

22. Adequacy of Internal financial controls with Reference to the Financial Statements:

Your Company has in place adequate internal control system (including internal financial control system) commensurate with the size of its operations. The company has an adequate internal financial control backed by sufficient qualified staff, system software and special softwares. The company has also an internal audit system by the external agency.

23. The Details Relating to Deposits Covered under Chapter V of the Act, 2013:

The Company is a non-deposit taking Category - B, NBFC Company registered with the Reserve Bank of India. Therefore, provisions of section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 is not applicable to the company. Further the Company has not accepted any deposit in contravention of the provisions of the Companies Act, 2013 as well as RBI directions.

24. Non-Performing Assets and Provisions:

The company has ascertained Non-Performing Assets under Non-Banking Financial (Non- Deposit accepting or holding) Companies Prudential norms (Reserve Bank) Directions, 2007, as amended from time to time, and made adequate provisions there against. The company did not recognize interest income on such Non-Performing Assets. The Company has not written off any unrecoverable amount as bad debts during the year (Previous year: Rs. 385.30 Lakhs).

25. Disclosure as per terms of Paragraph 13 of "Non-Systemically Important Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015:

The desired disclosure is enclosed herewith as per the attached Financial Statements.

26. Compliance of RBI Guidelines:

The company continues to comply with all the requirements prescribed by the RBI for the NBFC Companies from time to time.

27. Compliance with Secretarial Standards:

Your Company is in compliance with the Secretarial Standards specified by the Institute of Company Secretaries of India.

28. Corporate Governance and Management Discussion and Analysis:

Regulation 34 read with Schedule V of SEBI (LODR) Regulations, 2015 and the Companies Act, 2013, the corporate governance report, management discussion and analysis report, certificate from Practicing Company Secretary regarding non disqualification, debarred for being appointment or continue to be appointed and the auditors certificate regarding compliance of conditions of corporate governance is enclosed herewith as per Annexure - A.

29. Disclosure of Codes, Standards, Policies and compliances there under:

a) Know Your Customer and Anti money laundering measure policy

Your company has a Board approved Know Your Customer and Anti Money Laundering Measure Policy (KYC and AML Policy) in place and adheres to the said policy. The said policy is in line with the RBI Guidelines.

The Company has also adhered to the compliance requirement in terms of the said policy including the monitoring and reporting of cash and suspicious transactions. No cash transactions of the value of more than Rs.10,00,000/- or any suspicious transactions whether or not made in cash noticed by the company in terms of the said policy.

b) Fair Practice Code:

The company has in place a Fair Practice Code (FPC), as per RBI Regulations, which includes guidelines to the appropriate staff to conduct when dealing with the customers and on the organizations policies vis-a-vis client protection. Your company and its employees has duly complied with the provisions of FPC.

c) Code of Conduct for Board of Directors and the Senior Management Personnel:

The company has adopted a code of conduct as required under Regulation 17 of SEB1 (LODR) Regulations 2015, for its members of the Board of Directors and the senior management personnel. The code requires the directors and employees of the company to act honestly, ethically and with integrity and in a professional and respectful manner. The certificate of Management is attached with the Report in the Corporate Governance section.

d) Code for Prohibition of Insider Trading Practices:

The company has in place a code for prevention of insider trading practices in accordance with the model code of conduct, as prescribed under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended and has duly complied with the provisions of the said code.

e) Whistle blower policy & Vigil Mechanism:

Pursuant to the provisions of section 177(9) and (10) of the Companies Act, 2013 read with rule 7 of Companies (Meeting of Boards and its Powers) Rules, 2014 and Regulation 22 of SEBI (LODR) Regulations, 2015, the company had adopted a whistle blower policy which provides for a vigil mechanism that encourages and supports its directors and employees to report instances of unethical behavior, actual or suspected, fraud or violation of the companys code of conduct policy. It also provides for adequ^K^ safeguards against victimization of persons who use this mechanism and direct to the chairman of audit committee in exceptional cases. Policy of the Whistle Blower of the Company has been given at the website of the company at http:// www.admanumfinance.com /Whisle%20Blower%20Policv.pdf and attached the same as Annexure B to this report.

f) Prevention, Prohibition and Redressal of Sexual Harassment of women at workplace:

The company has in place a policy on prevention, prohibition and redresses of sexual harassment of women at workplace under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

The primary objective of the said policy is to protect the women employees from sexual harassment at the place of work and provides for punishment in case of false and malicious representations. The Company has also in place an Internal Complaints Committee (ICC) under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 for dealing with complaints relating to sexual harassment at workplace. For the status of compliant, please refer the following table:

No. of Complaints pending as on 01/04/2022 No. of Complaints received during 2022-23 No. of Complaints resolved during 2022-23 No. of Complaints pending as on 31/03/2023
0 0 0 0

g) Nomination, Remuneration and Evaluation Policy (NRE Policy):

The Board has, on the recommendation of the nomination and remuneration committee framed a Nomination, Remuneration and Evaluation Policy which lays down the criteria for identifying the persons who are qualified to be appointed as directors and, or senior management personnel of the company, along with the criteria for determination of remuneration of directors, KMPs and other employees and their evaluation and includes other matters, as prescribed under the provisions of section 178 of Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations 2015. Policy of the Company has been given at the website of the Company at http://www.admanumfinance.com/Nominatin%20&%20Remunaration%20Policv.pdf. The details of the same are also covered in the Corporate Governance Report forming part of this Annual Report.

h) Related Party Transactions Policy:

Transactions entered with related parties as defined under section 188(1) of the Companies Act, 2013 during the financial year were in the ordinary course of business and are not material.

The related party transaction policy as formulated by the company defines the. materiality of related party and lays down the procedures of dealing with related party transactions. The details of the same are posted on the Company website. f http:/ /www.admanumfinance.com/Related%20Party%20Transaction%20PoIicv.pdf).

i) Policy of company for the appointment of Directors and their remuneration:

Policy of company for the appointment of Directors and their remuneration is hosted on the website (www.admanumfinance.com1 of the company as per the requirement of the section 178 of the Company Act, 2013.

30. The Details about the Policy Developed and Implemented by the Company on CSR (Corporate Social Responsibility) Initiatives taken during the Year:

Since the Company did not fall under the threshold limits as per section 135(1) of the Companies Act, 2013, during the year 2022-23, the provisions of section 135 of the Companies Act 2013 read with rule 8 of companies (Corporate Social Responsibility Policy Rules), 2014 were not applicable on the company.

However, as per the financial results for the year ending 31.03.2023, the Company has earned Net Profit of Rs.501.95 Lakhs and therefore pursuant to provisions of Section 135 of the Companies Act, 2013, it is liable for obligations towards CSR activities and spend the prescribed percentage towards CSR activities in the financial year 2023-24 . The Board of Directors of the Company in their meeting held on May 10, 2023 has constituted the Corporate Social Responsibility Committee and has formulated the Corporate Social Responsibility Policy of the Company which can be accessed on the website of the company at http://www.admanumfinance.com /policy.php.

31. Statement indicating the Manner in which Formal Annual Evaluation has been made by the Board of its Performance and that of its Committees and Individual Directors:

The Performance evaluation was conducted for evaluation of the Board, Chairman of the Board and Committees, Executive Directors and Independent Directors of the Company for the financial year 2022-23 as per provisions of the Companies Act, 2013 and requirements ofSEBl (LODR) Regulations, 2015.

The Nomination and Remuneration Committee has devised criteria for evaluation of the performance of the Board, its committees, and Directors including Independent Directors which inter-alia includes attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance which code of conduct, vision, and strategy. The Board, on the recommendation of the Nomination and Remuneration Committee carried out an annual performance evaluation of the Board, Committees, and Individual Directors.

The report on performance evaluation of the Individuals Directors was reviewed by the Chairman of the Board and feedback was given to Directors.

Pursuant to the provisions of the Companies Act, 2013 read along with their rules and Regulation 25(4) of SEBI (LODR) Regulations 2015, an Annual Performance evaluatia^ of the Board, the directors individually as well as the evaluation of the working of board committees including audit committee and other committees of the Board of Directors of the company was carried out during the year and is covered under the Corporate Governance Report forming part of this annual report.

32. Particulars of Employees:

The ratio of the remuneration of each director to the median employees remuneration and other details in terms of u/s 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report and is annexed as per Annexure *C.

The Company is having only 6 (Six) employees on 31st March, 2023 and the particulars thereof in terms of remuneration drawn as per rule 5(2) read with rule 5(3) of Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed with the report as Annexure- D. There are no employees in the company, who were in the receipt of remuneration in the F.Y. 2022-23 which in aggregate is in excess of that drawn by the whole-time director. Therefore, the disclosure under rule 5 of Companies (Appointment and remuneration of Managerial Personnel) Rule, 2014 is not required.

Further, there is no employee drawing remuneration of Rs. 8.50 Lakhs per month or Rs. 102.00 Lakhs per year, therefore, the disclosure of particulars of employees as required u/s 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable to the Company.

33. Details in Respect of Fraud Reported by Auditors under Section 143(12) of the Companies Act, 2013 other than those which are Reportable to the Central Government:

During the year under review. Statutory Auditors have not reported, any instances of fraud committed against your Company by its officers and employees to the Board, details of which would need to be mentioned in the Boards Report under section 143(12) of the Companies Act, 2013.

34. Provision of voting by electronic means:

Your Company is providing E-voting facility under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing AGM will be conducted through Video Conferencing/OVAM, and no physical meeting will be held, and your company has made necessary arrangements with CDSL to provide facility for remote e-voting and e-voting at AGM. The details regarding e-voting facility are provided with the notice of the Meeting.

35. Details of Application or Proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year along with their Status as at end of Financial Yean

A. Details of application filed against the Company during the financial year under review:

The Board confirm that neither any application is filed nor proceeding is pending against the company under section 7, 9 or 10 of the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

B. Details of application filed by the Company against the Corporate Debtors during the financial year under review:

Further, the Company had filed an application u/s 7 of IBC, 2016 against its Corporate Debtor, details of which are as follows:

S. No. Name of the Corporate Debtor Authority Status of Application as on 31.03.2023 Status of Corporate Insolvency Resolution Process, if any, Initiated
1. Trimula Industries Limited (CIN: U65991UP1996PLC020498) NCLT, Allahabad, bench pending* Not Initiated

*Note: The aforesaid application filed by the Company u/s 7 of IBC, 2016 has been disposed off as withdrawn, vide order of Honble NCLT, Allahabad Bench, dated April 6, 2023.

36. General Disclosure:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these matters or were not applicable to the Company during the year under review:

a. The Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme;

b. Your Company has neither announced any Corporate Action (buy back of securities, payment of dividend declared, mergers and de-mergers, split and issue of any securities) nor failed to implement or complete the Corporate Action within prescribed timelines.

c. There were no voting rights exercised by any employee of the Company pursuant to section 67(3) read with the Rule 16 of the Companies (Share Capital^aijk^ Debenture) Rules, 2014.

d. There was no instance of one-time settlement with any Bank or Financial Institution.

e. There is no requirement to conduct the valuation by the bank and no valuation done at the time of one-time Settlement during the period under review;

f. There were no revisions in the Financial Statement and Boards Report.

g. The company has not given any commission to WTD during the period under review.

37. Acknowledgements:

Your directors express their deep sense of gratitude to the banks, stakeholders, business associates, Central and State Governments for their co-operation and support and look forward to their continued support in future.

By Order of the Board
Ad-Manum Finance Limited
CIN- L52520MP1986PLC003405
Registered Office:
"Agarwal House",
5, Yeshwant Colony,
Indore (M.P.) 452003 Sanjeev Sharma Dharmendra Agrawal
Whole-time Director Whole-time Director & CEO
DIN:07839822 DIN:08390936
Dated: August 1,2023
Place: Indore