TO THE MEMBERS
The Board of Directors hereby submits the 44 th Annual Report together with
the Audited Financial Statements for the financial year ended March 31, 2024.
FINANCIAL RESULTS
The financial performance for the year ended March 31, 2024 is summarized below:
Particulars | For the Year ended 31st March 2024 (Audited) | For the Year ended 31st March 2023 (Audited) |
Total Income | 74.02 | 64.66 |
Earnings before interest, depreciation, amortisation & taxation | (5.97) | (12.34) |
Interest/finance costs | 33.43 | 26.95 |
Profit before depreciation and taxation | (39.40) | (39.29) |
Depreciation, amortisation expenses | 4.69 | 4.67 |
Profit before taxation | (44.09) | (43.97) |
Taxation | (0.33) | (12.10) |
Profit/(Loss) for the year | (44.42) | (31.87) |
Other Comprehensive Income | 0.56 | (2.34) |
Total Comprehensive Income for the year | (43.86) | (34.21) |
Loss brought forward from previous year | (2969.08) | (2934.88) |
Balance carried to balance sheet | (3012.94) | (2969.08) |
EPS (f) | (0.29) | (0.21) |
COMPANYS PERFORMANCE, STATE OF AFFAIRS AND CHANGE IN THE NATURE OF BUSINESS
Total Revenue for the year ended March 31, 2024 was at f 74.02 Lakh as against f 64.66
during the preceding year. Loss for the year before interest depreciation and tax &
profit after tax
stood at f (5.97) Lakh and f (44.42) Lakh respectively.
Total comprehensive income for the year ended March 31, 2024 was f (43.86) Lakh.
Your company is engaged in providing Financial and Other Advisory Services besides
dealing in shares and securities. There has been no change in the nature of business of
your Company
during the financial year 2023-24.
SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES
During the year under review, the Company had no Subsidiary, Joint Venture and Associate Company.
CAPITAL STRUCTURE
During the year under review, there has been no change in the authorised, subscribed
and paid-up share capital of the Company. As at March 31, 2024, the Paid-up share capital
stood at f
15,15,38,500 comprising of 1,51,53,850 equity shares of f 10 each, the same as in previous
year.
DIVIDEND
Your directors are not recommending any payment on account of dividend.
LISTING OF SECURITIES
The Equity Shares of the Company are presently listed on BSE Limited (BSE) and the
Application for delisting of shares of the Company has been moved to Delhi Stock Exchange
and
Calcutta Stock Exchange. The Annual Listing Fee for the financial year 2023-24 has been
paid to BSE Limited.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A. FINANCIAL REVIEW
Your Company has total Comprehensive income of f (43.86) lakh after interest,
depreciation & tax which together with brought forward losses of f (2969.08) lakh
aggregating to f (3012.94)
lakh has been carried to the Balance Sheet.
B. RESOURCES AND LIQUIDITY
The Company, as in the past, is not relying on any borrowing except unsecured loans to fund its activities.
C. BUSINESS OVERVIEW AND UPDATES
Your company is currently engaged in providing Financial and Other Advisory Services
besides dealing in shares and securities. However, your board is in constant look out for
the new
business avenues which can be taken up with the existing business.
D. OPPORTUNITIES AND THREATS
Your company is aware of market conditions and the company also foresees opportunities.
A Key priority for your company throughout the FY2023-24 remained the safety and
well-being
of its employees.
Threats:
-Change in Policy and Regulations.
- New entrants in the market and intense competition by existing players
-Technology may become obsolete due to Innovation in Technology
E. OUTLOOK
It prioritized respect by empowering its employees and valuing everyones contribution.
Ensuring employee welfare and safety is a top priority and it has actively engaged in the
upliftment
of its employees.
F. RISK AND CONCERNS
The supply chains have been stabilised post Covid effects despite the Geopolitical
disturbances around the world. Your company is aware of market conditions and is exposed
to the normal
industry risk factor of volatility in interest rate, economic cycle and credit risk.
G. ADEQUACY OF INTERNAL CONTROL
The established Internal Control Systems of your Company are adequate to ensure that
all the activities are monitored and controlled against any misuse or misappropriation of
asset and
that the transactions are authorized, recorded and reported correctly. More so, these
internal control systems are regularly monitored by the audit committee of your Company
and are
improved upon on regular basis. The Company has robust internal control systems
commensurate to its size and scale of operations. The systems ensure efficiency,
reliability, completeness
of accounting records and preparation of reliable financial and management information. It
also ensures compliances of all applicable laws and regulations, and protection of the
Companys
assets.
CAUTIONARY STATEMENT
Statements in this report on Management Discussion and Analysis describing the
Companys objectives, outlook, estimates, expectations, predictions, belief and management
perceptions
may be forward looking statements within the meaning of applicable securities laws and
regulations. Actual results could differ materially from those expressed or implied.
Important factors
that could make a difference to Companys operations include, among others, economic
conditions in the market in which the Co mpany operates, changes in the Government
Regulations,
Tax Laws and other statutory and incidental factors. The Company assumes no responsibility
in respect of the forward-looking statements herein which may undergo changes in future on
the
basis of subsequent developments, information or events.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposit from public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
As per the provisions of Section 152 of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Malvika Poddar (DIN: 00457245), Director of the Company
retire by
rotation and being eligible offer herself for re-appointment. During under review, The
Board of Directors at its Meeting held on March 28, 2024, on the recommendation by the
Nomination and Remuneration Committee had appointed Mr. Ved Prakash Arya (DIN: 00989393)
& Mr. Durga Prasad (DIN: 09727607) as an Additional Directors in the category of Non-
Executive Independent Directors of the Company for a term of five years and the same is
being placed before the shareholders of the Company in this 44th Annual General
Meeting for
their approval.
There has been no change in the circumstances affecting their status as independent directors of the Company.
During the year under review, the non-executive directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees and
reimbursement of
expenses, if any.
Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Ranjan Kumar
Poddar- Chairman & Managing Director, Mr. Sushil Kumar-Chief Financial Officer and Ms.
Ruchi
Shrivastava- Company Secretary are the KMPs of the Company as on March 31, 2024.
DECLARATION OF INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under Section 149(6)
of the
Companies Act, 2013 as well as Regulation 16 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and The independent directors of the Company
had their
names included in the data bank of independent directors being maintained by the Indian
Institute of Corporate Affairs and had also complied with the requirements of the
proficiency test
under the Companies (Appointment and Qualification of Directors) Rules, 2014.
As required under Regulation 25 of the Listing Regulations, the Independent Directors
have also confirmed that they meet the criteria of independence and are not aware of any
circumstance or situation, which exist or may be reasonably anticipated, that could impair
or impact their ability to discharge their duties with an objective independent judgment
and
without any external influence.
All the Independent Directors of your Company have been registered and are members of
Independent Directors Data bank maintained by the Indian Institute of Corporate Affairs
(IICA). All
Independent Directors of the Company have passed the Online Proficiency Self-Assessment
Test conducted by Indian Institute of Corporate Affair (IICA).
ANNUAL PERFORMANCE EVALUATION OF THE BOARD
Pursuant to applicable provisions of the Companies Act, 2013, as amended from time to
time, the Nomination and Remuneration Committee has specified the manner for effective
evaluation
of performance of Board, its committees and individual Directors. The Board of Directors
has carried out evaluation of performance of each of them. The Committee reviews its
implementation and ensure the compliances thereof. As per the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee,
has
also formulated a framework containing, interalia, the criteria for performance
evaluation of the entire Board of the Company, its committees and individual Directors,
including Independent
Directors. The Committee has selected certain additional criteria for evaluation of
Executive Director. A structured questionnaire has been prepared, covering various aspects
of the
functioning of the Board and its Committees, such as, adequacy of the constitution and
composition of the Board and its Committees, discharge of role and responsibility by the
Board and its
Committees, frequency of the meetings, regulatory compliances and Corporate Governance
etc. Similarly, for evaluation of individual Directors performance, the questionnaire
covers various
aspects like his/her attendance at the meeting of Board and its Committees, contribution
in Board and Committee meetings, execution and performance of specific duties,
obligations,
regulatory compliances and governance, etc.
Board members had submitted their response on a scale of 1 (outstanding) to 5 (poor)
for evaluating the entire Board, Committees of the Board and of their peer Board members,
including
Chairman of the Board. The Independent Directors had met separately without the presence
of Non-Independent Directors and the members of management and discussed, inter-alia, the
performance of Non - Independent Directors and the Board as a whole and the performance of
the Chairman of the Company after taking into consideration the views of Executive and
Non-
Executive Directors. The Board of Directors has carried out evaluation of every Directors
performance including the Executive Director. The performance evaluation of the
Independent
Directors have been done by the entire Board, excluding the Director being evaluated on
the basis of performance and fulfil lment of the independence criteria as specified under
the
Companies Act, 2013 and the Listing Regulations.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
In terms of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company familiarizes its directors about their role
and responsibilities at the
time of their appointment through a formal letter of appointment. Presentations are
regularly made at the meetings of the Board and its various Committees on the relevant
subjects. All
efforts are made to keep Independent Directors aware of major developments taking place in
the industry, business the company operates in and relevant changes in the law governing
the
subject matter.
PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the financial year under
review were on arms length basis and were also in the ordinary course of business. There
were no
materially significant related party transactions entered into by the Company with the
promoters, directors, key managerial personnel which may have a potential conflict with
the
interests of the Company at large, no detail is required to be given in Form AOC-2. The
details of the transactions with related parties are provided in the Notes to Financial
Statements. The
Related Party Transactions policy as approved by the Board of Directors.
AUDITORS
"As per the provisions of Section 139 of the Companies Act, 2013 read with
Companies (Audit & Auditors) Rules, 2014, every Company shall at first AGM, appoint an
individual or firm as an
auditor who shall hold the office from the conclusion of that meeting till the conclusion
of its 6th AGM and thereafter till the conclusion of every sixth AGM, thereafter till the
conclusion of every
sixth meeting and the manner and procedure of selection of auditors by the member of the
company at such meeting shall be such as may be prescribed." Accordingly, M/s. Rajan
Goel &
Associates, Chartered Accountants, New Delhi (Firm Registration No. 004624N), were
appointed as Statutory Auditors of the Company to hold office for a period of five years
from the
conclusion of 39th Annual General Meeting till the conclusion of 44th
Annual General Meeting of the Company to be held in the year 2024.
Further, the term of the said auditors term is expiring in the ensuing Annual General
Meeting. On the recommendation of Audit Committee, the Board has proposed &
recommended to the
shareholders of the Company for his re-appointment as the Statutory Auditors of the
Company to hold office from the conclusion of this Annual General Meeting till the
conclusion of 49th
Annual General Meeting of the Company to be held in the year 2029, on such
remuneration as may be decided by the Board. The Company had received their written
consent and a certificate
that they satisfy the criteria provided under Section 141 of the Act and that the
appointment, if made, shall be in accordance with the applicable provisions of the Act and
rules framed
thereunder.
AUDITORS REPORT
In compliance with provisions of Section 129(3) of the Companies Act, 2013 read with
the Companies (Accounts) Rules, 2014, the Company has prepared the Audited Financial
Statements
along with the Auditors Report thereon and forms part of this Annual Report. The
financial statements of the Company have be en prepared in accordance with Indian
Accounting Standards
notified under section 133 of the Companies Act, 2013.
There are no qualifications, reservations, adverse remarks or disclaimers made by M/s.
Rajan Goel & Associates, Statutory Auditors, in their report for the financial year
ended March 31st,
2024.
During the year under review, the Statutory Auditors have not reported any incident of
fraud to the Board as per the provisions of Section 143(12) of the Companies Act, 2013 and
rules
made thereunder.
CASH FLOW STATEMENT
In conformity with the provisions of Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Cash Flow Statement for the year ended on
31st March,
2024 as prepared under the provisions of Indian Accounting Standard -7 as notified under
Section 133 of the Companies Act, 2013 is attached as a part of the Financial Statement of
the
Company.
SECRETARIAL AUDIT REPORT
A Secretarial Audit Report as required under Section 204(1) of the Companies Act, 2013
read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules,
2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, given by Mr. Gaurav Arora (Membership No. 48327), Practising Company
Secretary is
given in Annexure-A to this report.
Further, As required under Section 204(1) of the Companies Act, 2013 read with Rule 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board has proposed the appointment of Mr. Gaurav Arora (Membership no. 48327),
Practising Company Secretary, to conduct the Secretarial Audit for the financial year
2024-25.
INTERNAL AUDITORS
The Board of Directors of your Company has re-appointed M/s V.K. KILA & CO.,
Chartered Accountants, New Delhi (Firm Registration No. 007772C) as Internal Auditors
pursuant to the
provisions of Section 138 of the Companies act, 2013 for the financial year 2024-25. The
Internal Auditors directly report to the Audit Committee.
CORPORATE GOVERNANCE REPORT
A separate report on Corporate Governance is enclosed as a part of this Annual Report.
The Company has appointed Mr. Gaurav Arora (Membership No. 48327), Practising Company
Secretary, to conduct the Corporate Governance Audit of the Company for the Financial Year
2023-24. A Certificate from him regarding compliance with Corporate Governance conditions
as
stipulated under relevant provisions of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 is annexed as Annexure-C to the Report on Corporate
Governance.
EXTRACTS OF ANNUAL RETURN:
In compliance with Section 92(3) of the Companies Act, 2013 read with Rule 12 of the
Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in
form
MGT-9 is attached in Annexure-B as part of this report.
BUSINESS RISK MANAGEMENT:
The Company has laid down a well defined Risk Management Policy to identify the risks
associated with the business of the Company on a periodical basis and review the
minimization
programs to mitigate them. The Company is not mandatorily required to constitute a Risk
Management Committee. As a good practice, the Company regularly reviews the existing risk
management system and major risks associated with different businesses of the Company. The
Audit Committee oversees the Risk Management function and reviews the prevailing risk
management framework in the Company periodically. The Board of Directors of the Company,
on the recommendation of the Audit Committee, takes appropriate measures, reviews the
major risks associated with the Company and takes all requisite measures to minimize them.
At present the Company has not identified any element of risk which may threaten the existence of the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company, as required under Section 177 of the Companies Act, 2013, Regulation 22 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI
(Prohibition
of Insider Trading) Regulations, 2015 has established "Vigil Mechanism / Whistle
Blower Policy" for Directors and Employees of the Company.
This Policy has been established with a view to provide a tool to directors and
employees of the Company to report to the management genuine concerns including unethical
behavior, actual
or suspected fraud or violation of the Code of Conduct of the Company. This Policy
outlines the procedures for reporting, handling, investigating and deciding on the course
of action to be
taken in case inappropriate conduct is noticed or suspected. This Policy also provides for
adequate safeguards against victimization of director(s)/employee(s) who avail of the
mechanism
and also provides for direct access to the Chairman of the Audit Committee in exceptional
cases. The Audit Committee is authorized to oversee the Vigil Mechanism/ Whistle Blower
Policy in
the Company. The Company has not received any reference under the said policy during the
year. The said policy of the Company can be accessed at www.aravalisecurities.com.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not granted any loans, made investments or provided any guarantees or
securities to the parties covered u nder section 185 and 186 of the Companies Act, 2013.
MAINTENANCE OF COST RECORDS
The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.
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 has been no material change and commitments occurred, between the end of the
financial year of the Company i.e. 31st March, 2024 and the date of this report
affecting financial
position of the Company.
ORDERS PASSED BY THE REGULATORS OR COURTS, IF ANY
No significant and material orders were passed by the Regulators, Courts or Tribunals impacting the going concern status and Companys operations in future.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, the Directors, to the best of their knowledge and ability, confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) They 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 on March 31, 2024 and of the losses of the company
for the year ended on March 31, 2024;
(c) They 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) They had prepared the annual accounts on a going concern basis; and
(e) They, in the case of a listed company, 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) They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the
Company, will be provided upon request. In terms of Section 136 of the Act, the reports
and accounts are being sent to the members and others entitled thereto, excluding the
information
on employees particulars which is available for inspection by the members at the
Registered office of the Company during business hours on working days of the Company up
to the
date of ensuing Annual General Meeting. If any member is interested in inspecting the
same, such member may write to the Company Secretary in advance.
REMUNERATION POLICY
The Company has in place a Remuneration Policy for the Directors, Key Managerial
Personnel and other employees, pursuant to the provisions of the Act and Regulation 19 of
SEBI Listing
Regulations, and the same is annexed as Annexure-D.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company being engaged in the Financial and Other Advisory Services and trading,
does not have any energy utilization or technology absorption. The Company during the year
under consideration has not earned or spent any foreign exchange.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the provisions of Secretarial Standard - 1 (Secretarial
Standard on meetings of Board of Directors) and Secretarial Standard - 2 (Secretarial
Standard on
General Meetings) issued by the Institute of Company Secretaries of India.
ACKNOWLEDGEMENT
Your Company and its Directors wish to extend their sincere thanks for the co-operation
received from shareholders, bankers, Government Authorities and other business
constituent during the year under review. Your directors also wish to place on record
their deep sense of appreciation for the commitment displayed by all employees of the
Company.
By Order of the Board of Directors | |
Place : Gurgaon | sd/- |
Ranjan Kumar Poddar | |
Date : 23rd May, 2024 | Chairman & Managing Director |
(DIN:00290949) |
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