<dhhead>Directors’ Report</dhhead>
Dear Shareholders,
Your Company’s Directors are pleased to present the 31st
(Thirty First) Annual Report along with the Audited Financial Statements of the Company
for the financial year ended 31 March, 2023.
In compliance with the applicable provisions of Companies Act, 2013,
(including any statutory modification(s) or re-enactment(s) thereof, for time being in
force) ("Act") and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Regulations"),
this report covers the Financial Results and other developments in respect of CSL Finance
Limited during the financial year ended 31 March, 2023 and upto the date of the Board
Meeting held on 25 August, 2023 to approve this report.
1. Financial Highlights
Particulars |
Current Year |
Previous Year |
|
31 March, 2023 |
31 March, 2022 |
| Revenue from operations |
11723.68 |
7462.54 |
| Other Income |
29.27 |
17.37 |
| Total Income |
11752.95 |
7479.91 |
| Expenses |
|
|
| Operating Expenses |
4690.27 |
2401.16 |
| Depreciation, amortization and impairment |
103.26 |
65.56 |
| Other Expenses |
806.29 |
537.76 |
| Total Expenses |
5599.82 |
3004.48 |
| Profit/loss before Tax |
6153.13 |
4475.43 |
| Less: Tax Expenses |
(1590.29) |
(1130.49) |
| Profit for the year |
4562.84 |
3344.94 |
| Other Comprehensive Income |
2.03 |
5.01 |
| Total Comprehensive Income for the year |
4564.87 |
3349.95 |
2. Operational Performance/the State of the Company’s affairs
CSL Finance has built a sustainable foundation to accelerate its
growth. Its customer-centric products, transparency in operations, relentless focus on
customer convenience and investment in technology has helped accelerate its operations.
CSL Finance is in the business of fostering the financial inclusion of unbanked and
underserved SMEs, Real estate and non-real estate Corporates through flexible ticket size
loans.
During the year, the Company had an excellent performance given the
challenging industry dynamics. Its income during the year grew by 57% to Rs 118 Crores in
FY23 from
Rs 75 Crores in FY22. Profit A_er Tax (PAT) increased by 36% to Rs 46
Crores in FY23 from
Rs 33 Crores in FY22, an increase of AUM by 42% to Rs 736 Crores in
FY23 from Rs 517 Crores in FY22. The Net Worth increased by 13% from Rs 321.68 Crores in
FY22 to Rs 362.40 Crores in FY23. As a prudent risk management practice. GNPA has declined
to 0.61% in FY23 as compared to 1.73% in FY22.
The Company had 26 branches across India as on 31 March, 2023. A
detailed analysis of the operational performance and state of affairs of the Company has
been discussed in detail in the Management Discussion and Analysis Report and Strategic
Review section of this Annual Report.
Depreciation and Finance Costs
During the year under review, Depreciation was Rs 1.03 Crores as
compared to Rs 0.65 Crores for the previous year. Finance costs for FY 23 was Rs 27.15
Crores as compared to
Rs 10.75 Crores for the previous year.
Borrowings
The Total borrowings stood at Rs 408.06 Crores (including debt
securities) as on 31 March, 2023 as against Rs 204.16 Crores as on 31 March, 2022.
Capital Adequacy Ratio
Your Company’s total Capital Adequacy Ratio (CAR), as on 31 March,
2023 stood at 49.88% as compared to 63.82% as on 31 March, 2022.
3. Change in the Nature of Business, if any
During the period under review, there is no change in the nature of
business of the Company.
4. Dividend
RBI vide its circular dated 24 June, 2021, has laid down a framework
for the declaration of dividend by NBFCs. Accordingly, the Board of Directors after taking
into account various aspects and in compliance with the said circular, recommend for
consideration of the members at the ensuing Annual General Meeting (AGM), payment of a
dividend of 25% i.e., Rs 2.50/- per equity share of Rs 10/- each fully paid up for the
year ended 31 March, 2023 on equity share capital of Rs 22,78,26,210/-.
Total dividend proposed for the year does not exceed the ceilings
specified in said circular/RBI Master Directions.
The dividend, if declared, at the ensuing AGM will be taxable in the
hands of the members of the Company pursuant to Income Tax Act, 1961. For further details
on taxability, please refer Notice of AGM.
5. Transfer to Reserves
The company proposes to transfer Rs 9.13 Crores to Statutory Reserves
in accordance with the provisions of Section 45-IC of the Reserve Bank of India Act, 1934.
6. Share Capital
| As on 31 March, 2023, the Share Capital of the Company stood
at: |
|
| Authorised Capital |
Rs 23,00,00,000/- (2,30,00,000 equity shares
of |
|
Rs 10 each fully paid-up) |
| Issued, Subscribed and Paid-Up |
Rs 20,73,26,210 (2,07,32,621 equity shares
of Rs 10 |
| Capital |
each fully paid-up) |
No Equity Shares were issued with differential rights as to dividend,
voting or otherwise. The Company has not resorted to any buy back of its Equity Shares
during the year under review.
7. Key Initiatives/Developments
The Board of Directors in their meeting held on 20 June, 2023 proposed
to raise funds through preferential issue of 17,00,000 equity shares to persons belonging
to non-promoter category. The said proposal was duly approved by the Members in
ExtraOrdinary General Meeting of the Company held on 21 July, 2023. Consequent to the said
allotment of new equity shares on 27 July, 2023, the paid up capital of the Company stood
increased to Rs 22,43,26,210/- (2,24,32,621 equity shares of Rs 10 each fully paid-up).
The Trading Approval for the 17,00,000 equity shares was received by the Company from the
both the exchanges and the shares are locked-in as per the regulations of SEBI
(ICDR)Regulations, 2018.
Further the Management Commi ee of the Board of Directors in its
meeting held on
11 August, 2023, allo ed 3,50,000 equity shares of face value of Rs
10/- pursuant to exercise of options a ached to the convertible warrants held by Rohit
Gupta (HUF), Promoter of the Company and Mr. Amit Ranjan, Mr. Chandan Kumar and Mr. Chirag
Gupta, Non Promoters of the Company, consequent to the receipt of notice for exercise,
along with the balance 75% of the application money due on the said warrants, i.e. Rs
4,20,00,000 (Rs Four Crores Twenty Lacs). The trading approval for the 3,50,000 equity
shares was received by the Company from both the exchanges and the shares are locked-in as
per the regulations of SEBI (ICDR) Regulations, 2018.
8. Employee Stock Option Scheme (‘ESOS’)
The Company has CSL (Employee Stock Option Scheme), 2016 which is
prepared as per the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014
(‘SBEB Regulations’). The said scheme was approved by shareholders vide Special
Resolution dated 30 September, 2016.
7,00,000 options are covered under the CSL ESOS, 2016 which is
administered through CSL Employees Welfare Trust (‘ESOP Trust’).
During the financial year 2021-22, the shareholders of the company on
26 March, 2022 through Postal ballot by Remote e-voting have approved the revision in the
Exercise Period from exiting 3 years to 5 years and have adopted the amended CSL Stock
Option Scheme, 2016-11.
During the year under review, there was no material change in ESOS of
our Company.
As per Regulation 14 of "SBEB Regulations", read with SEBI
circular no. CIR/CFD/ POLICY CELL/2/2015 dated 16 June, 2015, the details of the
"ESOS" are uploaded on our corporate website at h ps://www.cslfinance.in/
A certificate from Secretarial Auditor of the Company confirming that
the Scheme has been implemented in accordance with the applicable Regulations would be
made available for inspection by Members through electronic means.
The details of the scheme alongwith grant wise details of options
vested, exercised and cancelled have been disclosed in Note 35 to the Financial Statements
forming an integral part of the Annual Report.
9. Credit Rating
During F.Y. 2022-23, Credit Rating for the Company stands at BBB+
Stable from India Ratings & Research.
10. Corporate Governance
Your Company continues to lay a strong emphasis on transparency,
accountability and integrity. The Company has taken the requisite steps to comply with the
recommendations concerning Corporate Governance. As provided under Section 134 of the
Companies Act, 2013 and Rules framed thereunder and pursuant to Regulation 34(2) (d) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report
on Corporate Governance along with necessary certificates is annexed and forms part of
this Report.
11. Management Discussion and Analysis Report
In accordance with Regulation 34 of LODR Regulations, the Management
Discussion and Analysis Report is presented in a separate section, forming part of this
Annual Report.
12. Deposits
Being a non-deposit taking Company, your Company has not accepted any
deposits from the public within the meaning of the provisions of the Non-Banking Financial
Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016 and provisions of
Companies Act, 2013.
13. RBI Guidelines
The Company continues to comply with the Master Direction for
Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and
Deposit taking Company (Reserve Bank) Directions, 2016 and all the
applicable laws, regulations, guidelines, etc. prescribed by RBI from time to time.
14. Subsidiary Companies, Joint Ventures and Associate Companies
The Company has no subsidiary, Joint Ventures or Associate Companies
during the year under review.
15. Number of Meetings of The Board
Eight (8) meetings of the Board were held during FY 2022-23. Details of
the meetings and a endance thereat forms part of the Corporate Governance Report.
16. Committees of The Board
The Board has constituted necessary Commi ees pursuant to the
provisions of the Companies Act, 2013, rules framed there under, SEBI (Listing Obligations
and Disclosure Requirements), Regulation 2015 and as per RBI Master Directions Framework
for NBFCs. The Commi ees of the Board are Audit Commi ee, Stakeholders’ Relationship
Commi ee, Investor Relations & Share Transfer Commi ee, Nomination and Remuneration
Commi ee, Corporate Social Responsibility Commi ee, Management Commi ee, Internal
Complaints Commi ee.
Information Technology Strategy Commi ee, Asset Liability Management
Commi ee, Risk Management Commi ee are constituted in accordance with the Master
Directions Framework for the NBFC issued by the Reserve Bank of India.
The Board has accepted all the recommendations of the above committees.
The details about Composition of Commi ees and their Meetings are
incorporated in the Board of Directors in the Corporate Governance section forming part of
this Report.
17. Directors and Key Managerial Personnel
As on 31 March, 2023, the Board of the Company consists of six
Directors as follows and two Key Managerial Personnel:
| Directors |
DIN/PAN |
Category |
| Mr. Rohit Gupta |
00045077 |
Managing Director |
|
|
(Executive Promoter Director) |
| Mr. Ashok Kumar Kathuria |
01010305 |
Non-executive Director |
| Directors |
DIN/PAN |
Category |
| Mr. Parmod Bindal |
06389570 |
Non-executive Independent Director |
| Mr. Subhash Chand |
08635939 |
Non-executive Independent Director |
| Kwatra |
|
|
| Mr. Ayussh Mi aal |
07667437 |
Non-executive Independent Director |
| Ms. Rachita Gupta |
09014942 |
Whole Time Director |
|
|
(Executive Promoter Director) |
| Mr. Naresh Chandra |
ACNPV7047F |
Chief Financial Officer |
| Varshney |
|
|
| Ms. Preeti Gupta |
APYPG6833L |
Company Secretary & Compliance |
|
|
Officer |
The composition of the Board is as per the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As on 31 March,
2023, there was no disqualification of any Director pursuant to Section 164 (2) of the
Companies Act, 2013. The certificate has been received from Mr. Ganesh Du Sharma (COP:
16085), Proprietor of M/s. Ganesh Sharma & Associates, Company Secretaries, Delhi,
that none of the Directors on the Board of the Company has been debarred or disqualified
from being appointed or continuing as directors of companies by the Securities and
Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority.
The said certificate is annexed to this Report as Annexure-A.
The other details with respect to the Board of Directors are given in
the Corporate Governance section forming part of this Report.
a) Change in Directorate i. Appointment/Re-appointment
Mr. Parmod Bindal and Mr. Subhash Chand Kwatra have been appointed as
Independent Director(s) on the Board of the Company w.e.f. 27 June, 2022.
The Board is of the opinion that Mr. Parmod Bindal and Mr. Subhash
Chand Kwatra are person(s) of integrity, expertise and have relevant experience to serve
the Company as independent director(s).
ii. Resignation
Mr. Manoj Gupta (DIN: 01160953), Independent Director resigned from the
directorship of the company w.e.f. 27 June, 2022 and Ms. Anjna Mi al (DIN: 07143461),
Independent Director resigned from the directorship of the Company w.e.f., 9 August, 2022.
b) Directors liable to retire by rotation
Mr. Ashok Kumar Kathuria retires by rotation at the ensuing AGM, being
eligible, offers himself for re-appointment. Brief details of Mr. Ashok Kumar Kathuria,
who is seeking re–appointment, are given in the Notice of AGM.
c) KMPs
During the year under review, there was no change in the KMPs.
18. Declaration by Independent Directors
All the Independent Directors on the Board have given a declaration of
their independence to the Company as required under Section 149(6) of the Act read with
Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations").
In the opinion of the Board, all the Independent Directors possess the
integrity, expertise and experience including the proficiency required to be Independent
Directors of the Company, fulfil the conditions of independence as specified in the Act
and the SEBI Listing Regulations and are independent of the management and have also
complied with the Code for Independent Directors as prescribed in Schedule IV of the Act.
The Company has received the following declarations from all the
Independent Directors confirming that: i. They meet the criteria of independence as
prescribed under the provisions of the Act, read with the Schedule and Rules issued
thereunder, and the Listing Regulations. There has been no change in the circumstances
affecting their status as Independent Directors of the Company; and
ii. They have registered themselves with the Independent
Director’s Database maintained by the IICA.
Women Directors
In terms of the provisions of Section 149 of the Companies Act, 2013,
and Regulation 17 (1) (a) of the SEBI (LODR) Regulations, 2015, the Company shall have at
least one Woman Director on the Board. Your Company has Ms. Rachita Gupta (DIN: 09014942)
as the Woman Director on the Board of the Company.
19. Board Evaluation
Pursuant to the provisions of the Act, and provisions of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise was
carried out to evaluate the performance of individual Directors who were evaluated on
parameters such as level of engagement and contribution and independence of judgment
thereby safeguarding the interest of the Company. The performance evaluation of the
Independent Directors was carried out by the entire Board. The performance evaluation of
the Non - Independent Directors was carried out by the Independent Directors. The board
also carried out annual performance evaluation of the working of its Audit, Nomination and
Remuneration as well as Stakeholder Relationship Commi ee. The Directors expressed their
satisfaction with the evaluation process.
20. Transactions with Related Parties
All contracts/arrangements/transactions entered by the Company during
FY2023 with related parties were in compliance with the applicable provisions of the Act
and SEBI Listing Regulations. All related party transactions entered during FY2023 were on
arm’s length basis and not material under the Act and SEBI Listing Regulations. None
of the transactions required members’ prior approval under the Act or SEBI Listing
Regulations. Details of transactions with related parties during FY2022 are provided in
the note 46 to the financial statements.
The policy on materiality of related party transactions and on dealing
with related party transactions was amended in line with SEBI (Listing Obligations and
Disclosure Requirements) (Sixth Amendment) Regulations, 2021. The policy is available on
the website of the Company at h ps://www.cslfinance.in/codes-and-policies and also forms a
part of the Corporate Governance Report.
21. Fraud Reporting
There was no instance of fraud during the year under review, which
required the Statutory Auditors to report to the Audit Commi ee and/or Board under Section
143(12) of the Act and Rules framed there under.
22. Familiarisation Programme for the Independent Directors
In compliance with the requirement of Regulation 25 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR)
Regulations"), the Company has put in place a familiarization programme for the
Independent & Non-Executive Directors to familiarize them with the Company, their
roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, business model etc. The details of the such familiarisation programme
are available on the website of the Company at h
ps://www.cslfinance.in/codes-and-policies.
23. Director’s Responsibility Statement
The financial statements are prepared in accordance with the Indian
Accounting Standards (Ind AS) under historical cost convention on an accrual basis
pursuant to the provisions of the Act and guidelines issued by SEBI/RBI.
In accordance with the provisions of section 134(3)(c) and Section 134
(5) of the Act and based on the information provided by the Management, 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 and of the profit of the Company for FY2023;
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; and
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.
24. Significant & Material orders passed by the regulators
There were no significant material orders passed by the
Regulators/Courts during the previous year which would impact the going concern status of
the Company and its future operations.
25. Nomination and Remuneration Committee
The Board has framed a policy on the recommendation of the Nomination
and Remuneration Commi ee relating to remuneration of the Directors, Key Managerial
Personnel, Senior Management and other employees, along with the criteria for appointment
and removal of the Directors, Key Managerial Personnel and Senior Management of the
Company.
The Nomination and Remuneration Commi ee is fully empowered to
determine/ approve and revise, subject to necessary approvals, the remuneration of
managerial personnel, after taking into account the financial position of the Company,
trends in the industry, qualifications, experience, past performance and past
remuneration, etc.
The policy is available at Company’s website at h
ps://www.cslfinance.in/codes-and-policies.The other details with respect to committee
composition and meetings are given in the Board of Directors Section of Corporate
Governance Report annexed to this Report.
26. Particulars of Loans, Guarantees or Investments
The particulars of loans, guarantees and investments as per Section 186
of the Act by the Company have been disclosed in the notes to the Financial Statements.
27. Disclosure under the sexual harassment of women at workplace
(prevention, prohibition and redressal) act, 2013
The Company has zero tolerance towards sexual harassment at workplace
and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. The same is
posted on the website of the Company at h ps://www. cslfinance.in/codes-and-policies.
As required under law, an Internal Complaints Commi ee has been
constituted for reporting and conducting inquiry into the complaints made by the victim on
the harassments at the workplace. During the year under review, there were no cases filed
or reported pursuant to the provisions of the said Act. The same has also been disclosed
in the Corporate Governance Report forming an integral part of the Board’s Report.
28. Fair Practice code (FPC)
The Company has in place, a Fair Practice Code approved by the Board in
compliance with the guidelines issued by the RBI, to ensure be er service and provide
necessary information to customers to take informed decisions. The FPC is posted on the
website of the Company at h ps://www.cslfinance.in/codes-and-policies. The FPC is also
reviewed by the Board at frequent intervals to ensure its level of adequacy and
appropriateness.
29. Auditors & their Report
Statutory Auditors:
As per Section 139 of the Companies Act, 2013, read with Companies
(Audit and Auditors) Rules, 2014, the members of our Company in its 30th AGM of
the Company approved the. appointment of M/s. S.P. Chopra & Co., Chartered Accountants
(FRN: 000346N), Delhi as Statutory Auditors of the Company in place of the Retiring
Auditors, for a term of 5 (five) consecutive years from the conclusion of the 30 _ Annual
General Meeting till the conclusion of the 35th Annual General Meeting.
Auditors Report:
ThenotesonthefinancialstatementreferredintheAuditor’sReportareself-explanatory
and do not call for any further comments. The Auditors’ Report to the Members for the
year under review is unmodified, i.e. it does not contain any qualification, reservation
or adverse remark or disclaimer
Secretarial Auditors:
In compliance with the provisions of Section 204 and other applicable
provisions of Companies Act 2013, the Board of Directors in their Board Meeting held on 16
May, 2023 has appointed Mr. Ganesh Du Sharma (COP: 16085), Proprietor of M/s. Ganesh
Sharma & Associates, Company Secretaries, Delhi as Secretarial Auditor to undertake
secretarial audit of the Company for the financial year ended 31 March, 2023.
The Secretarial Audit Report is a ached herewith marked as Annexure-B
and forms an integral part of this report. Following mentioned below Observations were
given by the Secretarial Auditor in the Secretarial Audit Report.
| Compliance Requirement (Regulations/circulars/guidelines
including specific clause) |
Regulation/Circular No. |
Action Taken by |
Details of Violation |
Fine Amount |
Observations/Remarks of the Practicing
Company Secretary |
| 1 Interest Certificate to be submi ed |
57(1) of SEBI (LODR) |
BSE Ltd. |
Delayed Submission |
364,620 |
The fine was levied by exchange on delayed |
|
Regulations, 2015 |
(Exchange) |
|
|
submission and later on withdrawn. |
| 2 Record Date Intimation |
60(2) of SEBI (LODR) |
BSE Ltd. |
Delayed Submission |
23,600 |
The fine was levied by exchange on delayed |
|
Regulations, 2015 |
(Exchange) |
|
|
submission and later on withdrawn. |
| 3 Statement of Material Deviation |
52(7) of SEBI (LODR) |
BSE Ltd. |
Delayed Submission |
9,440 |
The fine was levied by exchange on |
|
Regulations, 2015 |
(Exchange) |
|
|
delayed submission and management |
|
|
|
|
|
representations is under consideration. |
| 4 Disclosure of line item |
52(4) & 54(2) of SEBI |
BSE Ltd. |
Delayed Submission |
68,440 |
The fine was levied by exchange on |
|
(LODR) Regulations, |
(Exchange) |
|
|
delayed submission and management |
|
2015 |
|
|
|
representations is under consideration. |
| 5 Record Date Intimation |
60 (2) of SEBI (LODR) |
BSE Ltd. |
Delayed Submission |
11,800 |
The fine was levied by exchange on |
|
Regulations, 2015 |
(Exchange) |
|
|
delayed submission and management |
|
|
|
|
|
representations is under consideration. |
Company’s explanation on the aforesaid observations:
The Management has filed its Representation Le er to the Stock Exchange
for the fines mentioned above, Out of the total amount of Rs 4,77,900 fine levied; Rs
3,88,220 has been withdrawn by the exchange and for the rest of the amount, the ma er is
under consideration for which the Company is taking continuous follow up.
Internal Auditors:
The Board has re-appointed M/s. R, Mahajan & Associates (FRN:
011348N), Chartered Accountants, Delhi as the Internal Auditors of the Company in its
Board Meeting held on 16 May, 2023 for the Financial Year 2022-23. The Internal Audit
report is submi ed every quarter before the Audit Commi ee by the Internal Auditors
30. Annual Return
A copy of the Annual Return as provided under section 92(3) of the Act,
in the prescribed form, which will be filed with the Registrar of Companies/MCA, is hosted
on the Company’s website at h ps://www.cslfinance.in/annual-general-meeting
31. Compliance on secretarial standards
The Company has complied with the applicable Secretarial Standards on
Meetings of the Board of Directors and on General Meetings issued by the Institute of
Company Secretaries of India.
32. Corporate Social Responsibility (CSR)
The Board constituted a Corporate Social Responsibility
("CSR") Commi ee in terms of the provisions of Section 135 of the Companies Act,
2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014. The
composition and terms of reference of the CSR Commi ee is provided in the Corporate
Governance report, forming part of this Report. The policy is available on the website of
the Company at h ps://www.cslfinance.in/codes-and-policies
Annual Report on CSR activities, as required under Sections 134 and 135
of the Companies Act, 2013 read with Rule 8 of the (Corporate Social Responsibility
Policy) Rules, 2014, as amended ("CSR Rules") is provided as Annexure-C
to this report.
33. Meeting of Independent Directors
During the year under review, the meeting of Independent directors was
held on 25 March, 2023, to review the performance of Non-Independent Directors, the
Board as a whole and the Chairperson of the company; and also to assess the quality,
quantity and timelines of flow of information between the company management and the Board
in line with the requirement of Listing Regulations, 2015 read with applicable provisions
of Schedule IV of the Companies Act, 2013.
34. Vigil Mechanism/Whistle Blower Policy
The Vigil Mechanism Policy aims to provide a channel to the Directors
and employees to report genuine concerns about unethical behavior, actual or suspected
fraud or violation of the Code of Conduct or policy. The mechanism provides for adequate
safeguards against victimization of Directors and Employees and ensures that the
activities of the Company and its employees are conducted in a fair and transparent manner
by adoption of highest standards of professionalism, honesty, integrity and ethical
behavior. A copy of the Policy is available on the website of the Company at h
ps://www.cslfinance.in/codes-and-policies
35. Material changes and commitments affecting the financial position
of the company between the end of the financial year and the date of this report
There were no material changes and commitments affecting the financial
position of the Company which occurred between the end of the financial year and the date
of this report.
36. Managing director (MD) and chief financial officer (CFO)
certification
A Certificate from Mr. Rohit Gupta, Managing Director and Mr. Naresh
Chandra Varshney, Chief Financial Officer, pursuant to provisions of SEBI (LODR)
Regulations, 2015, for the year under review was placed before the Board of Directors of
the Company at its meeting held on 16 May, 2023 and the same does not contain any adverse
remark or disclaimer.
37. Particulars of Energy Conservation, Technology Absorption,
Expenditure on Research
The requirements of disclosure with regard to Conservation of Energy in
terms of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules,
2014, are not applicable to the Company since it doesn’t own any manufacturing
facility.
38. Internal Financial Controls
The Company has an adequate system of internal control to safeguard and
protect from loss, unauthorized use or disposition of its assets commensurate with its
size, scale and complexities of its operations. The internal auditor of the Company checks
and verifies the internal control and monitors them in accordance with policy adopted by
the company.
The Audit Commi ee of the Board of Directors actively reviews the
adequacy and effectiveness of the internal control systems and suggests improvements to
strengthen the same. All the transactions are properly authorised, recorded and reported
to the Management. The Company is following all the applicable Accounting Standards for
properly maintaining the books of accounts and reporting financial statements.
39. Investor Education and Protection Fund (IEPF)
During the year 2022-23, no amount was transferred to the Investor
Education and Protection Fund (IEPF).
40. Disclosure pursuant to rule 5 of companies (appointment and
remuneration of managerial personnel) rules, 2014
The statement containing particulars of employees as required under
Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure-D
and forms part of this Report.
Other details in terms of Section 197(12) of the Companies Act, 2013
read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is annexed herewith as Annexure-D and forms part of this
Report.
41. Code of conduct for directors and employees
The Company has adopted a Code of Conduct for its Directors and
employees including a code of conduct for Independent Directors which suitably
incorporates the duties of Independent Directors as laid down in the Companies Act, 2013.
The said Codes can be accessed on the Companys website at h ps://www.cslfinance.
in/codes-and-policies. In terms of the Listing Regulations, all Directors and Senior
Management Personnel have afirmed compliance with their respective codes. The Managing
Director has also confirmed and certified the same, which certification is provided at the
end of the Report on Corporate Governance.
42. Listing of Shares
The shares of the Company are listed on BSE Limited (BSE) and National
Stock Exchange of India Limited* (‘NSE’). The applicable listing fees for the
year up to F.Y. 2023-24 have been duly paid to BSE Limited and NSE Limited.
* The Company got its Approval le er for Listing of the equity shares
on NSE on 21 July, 2022 and the equity shares of the Company was admi ed for trading on
the NSE w.e.f., 22 July, 2022.
43. Other Disclosures
No application has been made under the Insolvency and Bankruptcy Code;
hence the requirement to disclose the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along
with their status as at the end of the financial year is not applicable to the Company.
The requirement to disclose the details of difference between the amount of the valuation
done at the time of one time se lement and the valuation done while taking loan from the
Banks or Financial Institutions along with the reasons thereof, is also not applicable.
44. Appreciation
Your Directors place on record their sincere appreciation for the
assistance and guidance provided by the Government, Regulators, Stock Exchanges,
Depositories, other statutory bodies and Company’s Bankers for the assistance,
cooperation and encouragement extended to the Company.
Your Directors also gratefully acknowledge all stakeholders of the
Company viz. customers, members, dealers, vendors, banks and other business partners for
the excellent support received from them during the year. Our employees are instrumental
in the Company to scale new heights, year after year. Their commitment and contribution is
deeply acknowledged. Your involvement as members is also greatly valued. Your Directors
look forward to your continuing support.
45. Cautionary Statement
Statements in the Board’s Report and Management Discussion and
Analysis, describing the Company’s objectives, outlook, opportunities and
expectations may constitute "Forward Looking Statements" within the meaning of
applicable laws and regulations. Actual results may differ from those expressed or implied
expectations or projections, among others. Several factors make a significant difference
to the Company’s operations including the government regulations, taxation and
economic scenario affecting demand and supply, natural calamity and other such factors
over which the Company does not have any direct control.
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