Dear Members,
Your Directors take pleasure in presenting the 29th (Twenty Nineth) Annual
Report of the Company along with the Audited Financial Statements for the financial year
ended as on 31st March, 2023.
FINANCIAL PERFORMANCE
|
|
(Rs. in Lakhs) |
| Particulars |
Year ended as on 31st March, 2023 |
Year ended as on 31st March, 2022 |
| Total Income |
91.18 |
81.49 |
| Total Expenses |
99.52 |
93.48 |
| Profit or Loss before Exceptional Extraordinary items |
(8.34) |
(11.98) |
| Profit or Loss before tax |
(8.34) |
(11.98) |
| Less: Tax Expenses |
2.17 |
5.64 |
| Profit or Loss after Tax |
(6.17) |
(17.63) |
| Other Comprehensive Income |
105.12 |
24.02 |
| Total Comprehensive Income |
98.95 |
6.40 |
STATE OF COMPANYS AFFAIRS
During the year under review, your company recorded a total income of Rs. 91.18 lakhs
as compared to Rs. 81.49 lakhs in the previous financial Year. The loss for the same
period stood at Rs. 6.17 lakhs which is less as compared to loss of Rs. 17.63 lakhs
encountered in the previous financial year.
CHANGE IN NATURE OF BUSINESS
There was no change in the nature of business of the company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Companys business activity primarily falls within a single business segment i.e.,
Investment and Finance. The analysis on the performance of the industry, the Company,
internal control systems, risk management are presented in the Management Discussion and
Analysis Report is presented forming part of this report.
7 SHARE CAPITAL
Equity Shares:
The paid-up Equity Share Capital as on 31st March, 2023 was Rs.
3,50,00,000/-. There was no change in the Share Capital during the year under review.
Sweat Equity Shares:
In terms of Sub-rule (13) of Rule 8 of The Companies (Share Capital and Debentures)
Rules, 2014, the Company has not issued any Sweat Equity Shares.
Differential Voting Rights:
In terms of Rule 4(4) of The Companies (Share Capital and Debenture Rules, 2014), the
Company has not issued any share with Differential Voting Rights.
Employee Stock Options:
In terms of Rule 12(9) of The Companies (Share Capital and Debenture Rules, 2014), the
Company has not issued any Employee Stock Options.
DIVIDEND
Your directors have not recommended any dividend for the year under review.
Transfer of unpaid &unclaimed Dividends & Shares to Investor Education and
Protection Fund (IEPF)
Pursuant to Sections 124 and 125 of the Companies Act, 2013 read with the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 (“IEPF Rules”) there was no unclaimed/unpaid dividend, hence the company is
not required to transfer any amount to Investor Education and Protection Fund.
RESERVES
In view of losses incurred by the Company, your directors have not proposed to transfer
any amount to Statutory Reserves.
MATERIAL CHANGES AND COMMITMENT
There are no material changes or commitments that took place after the close of
financial year till date which will have any material or significant impact on the
financials of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars as prescribed under Sub-Section 3(m) of Section 134 of the Companies Act,
2013 read with Rule 8 of Companies (Accounts) Rules, 2014 regarding energy conservation
and technology absorption is not applicable to the Company.
During the year under review, there was no inflow or outflow of foreign exchange.
RISK MANAGEMENT
The Company has a risk management framework comprising risk governance structure and
defined risk management process. The risk governance structure of the Company is a formal
organization structure with defined roles and responsibilities for risk management. The
risks existing in the internal and external environment are periodically identified and
reviewed, based on which, the cost of treating risks is assessed and risk treatment plans
are devised.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
The provisions of Section 135 of the Companies Act, 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014, is not applicable on the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company being a Non-Banking Financial Company (NBFC), the provisions of Section 186
of the Companies Act, 2013 read with Rule 11 of the Companies (Meetings of Board and its
Power), Rules, 2014 are not applicable.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All transactions entered with Related Parties during the financial year were on an
arms length basis and were in ordinary course of business and the provision of Section
188 of the Companies Act, 2013 are not attracted. There are no materially significant
related party transactions during the period under review made by the Company with
Promoters, Directors or other designated person which may have a potential conflict with
the interest of the Company at large. Thus, disclosure in Form AOC- 2 is not required.
However, details of all related party transactions are given in Notes to Financial
Statements.
BOARD OF DIRECTORS, COMMITTEES AND MANAGEMENT
Composition:
The composition of the Board of Directors and its Committees, viz., Audit Committee,
Nomination and Remuneration Committee and Stakeholders Relationship Committee are
constituted in accordance with Companies Act, 2013 (“the Act”) and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 [“SEBI (LODR)
Regulations, 2015”], wherever applicable. The details are provided in Corporate
Governance Report which forms the part of the Annual Report.
Retirement by Rotation
Pursuant to Section 152 of the Companies Act, 2013, at least two third of the total
number of Directors (excluding independent directors) shall be liable to retire by
rotation.
The Independent Directors hold office for a fixed term of not exceeding five years from
the date of their appointment and are not liable to retire by rotation.
Accordingly, Mr. Jitendra Kumar Goyal (DIN: 00468744), Managing Director, liable to
retire by rotation, retires from the Board this year and, being eligible, has offered
himself for reappointment.
The brief resume and other details relating to Mr. Jitendra Kumar Goyal who is proposed
to be reappointed, as required to be disclosed under Regulation 36(3) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, is incorporated in the
annexure to the notice calling ensuing Annual General Meeting.
Re-appointment of Directors
The Board proposes to re-appoint Mr. Vidhu Bhushan Verma (DIN: 00555238), as the
Non-Executive Independent Director of the Company for a second term of five consecutive
years from the conclusion of ensuing Annual General Meeting till the conclusion of 34th
Annual General Meeting, subject to approval of the Members.
The brief resume and other details relating to Mr. Vidhu Bhushan Verma who is proposed
to be re-appointed, as required to be disclosed under Regulation 36(3) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, is incorporated in the
annexure to the notice calling ensuing Annual General Meeting.
Meetings of the Board & Committees:
The details of Board and Committee Meetings held during the Financial Year ended on 31st
March, 2023 and the attendance of the Directors are set out in the Corporate Governance
Report which forms part of this report. The maximum time gap between any two Board
Meetings was not more than 120 days as required under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Companies Act, 2013 and Secretarial Standard
on Meetings of the Board of Directors.
The details of meeting of Independent Directors are set out in the Corporate Governance
Report which forms part of this report.
Declaration by Independent Directors
The Company has received requisite declarations/ confirmations from all the Independent
Directors confirming their independence as per provisions of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board relies
on their declaration of independence.
Familarisation Programme for Independent Directors
Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has formulated a programme for
familiarising the Independent Directors, their roles, rights, responsibilities in the
Company, nature of the industry in which the Company operates, business model of the
Company etc. through various initiatives.
Further, at the time of appointment of an Independent Director, the company issues a
formal letter of appointment outlining his/ her role, function, duties and
responsibilities as a director. The details of programmes for familiarization for
Independent Directors are available on the website of the Company www.decillion.co.in.
Annual Evaluation of Boards Performance
In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has
carried out an annual evaluation of its own performance, board committees and individual
directors. The details are provided in Corporate Governance Report which forms the part of
the Annual Report.
Directors Responsibility Statement:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your
Directors state 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) the
directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the company at the end of the financial year and of the profit
/ loss of the company for that period; 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; and f) the directors had devised proper systems to ensure
compliance with the provisions of all applicable laws and that such systems were adequate
and operating effectively.
KEY MANAGERIAL PERSONNEL
Ms. Ishu Maskara, Company Secretary cum Compliance Officer of the Company resigned
w.e.f. 16th February, 2023.
Further, to fill her place Mrs. Shruti Poddar was appointed as Company Secretary cum
Compliance Officer of the Company w.e.f. 30th May, 2023.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a Vigil Mechanism/Whistle Blower Policy to provide a formal
mechanism to the Directors and employees to report their concerns about unethical
behavior, actual or suspected fraud or violation of the Companys Code of Conduct or
Ethics Policy. It aims to provide an avenue for employees through this policy to raise
their concerns on any violation of legal or regulatory requirements, suspicious fraud,
misfeasance, misrepresentation of any financial statements and reports. It also provides
for direct access to the Chairman of the Audit Committee. The Vigil Mechanism/Whistle
Blower Policy is being made available on the Companys website www.decillion.co.in.
NOMINATION AND REMUNERATION POLICY
Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Board, on the
recommendation of the Nomination and Remuneration Committee, has framed a Nomination and
Remuneration Policy for selection, appointment and remuneration of Directors and Key
Managerial Personnel including criteria for determining qualifications, positive
attributes and independence of Directors. The policy has been duly approved and adopted by
the Board, pursuant to the recommendations of the Nomination and Remuneration Committee.
The Remuneration Policy has been uploaded on the Companys website www.decillion.co.in.
Further the salient features of the policy are given in the Report of Corporate Governance
forming part of this Annual Report.
ANNUAL RETURN
The Annual Return of the Company as on 31st March, 2023 in Form MGT - 7 is
in accordance with Section 92(3) of the Act read with the Companies (Management and
Administration) Rules, 2014 and is available on the website of the Company at
www.decillion.co.in.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any subsidiary, associate or joint venture. There was no
Company which has become or ceased to be Companys Subsidiary, Joint Venture or Associate
during the Financial Year 2022-23.
DEPOSITS
During the year under review, your Company has neither accepted nor renewed any
deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with
Companies (Acceptance of Deposits) Rules, 2014.
INTERNAL FINANCIAL CONTROL AND ITS ADEQUECY
The Company has laid down an adequate system of internal controls, policies and
procedures for ensuring orderly and efficient conduct of the business, including adherence
to the Companys policies, safeguarding of its assets, prevention and detection of frauds
and errors, accuracy and completeness of the accounting records and timely preparation of
reliable financial disclosures.
The current system of internal financial control is aligned with the statutory
requirements. Effectiveness of internal financial control is ensured through management
reviews, controlled self-assessment and independent testing by the Internal Auditor.
AUDIT AND ALLIED MATTERS
Statutory Auditor
M/s. C.K. Chandak & Co., (FRN: 326844E) Chartered Accountants, was appointed as
Statutory Auditors of the Company at the 24th Annual General Meeting held on 29th
September, 2018 for a term of 5 consecutive years to hold office from the conclusion of 24th
Annual General Meeting till the conclusion of 29th Annual General Meeting
to be held in the year 2023.
The tenure of the existing Statutory Auditors of the Company shall be expiring at the
ensuing Annual General Meeting and as per Section 139(2) of the Companies Act, 2013, they
are not eligible for re-appointment. Therefore, the Board on recommendation of Audit
Committee proposed the appointment of M/s Ghosh & Basu LLP, (FRN E300013) Chartered
Accountants as Statutory Auditors of the Company for a further period of five consecutive
years, subject to approval of Members at ensuing Annual General Meeting.
The Statutory Auditors Report to the Members for the year ended 31st March,
2023 does not contain any qualification, reservation, adverse remark or disclaimer. Also
there has been no instance of fraud reported by the statutory auditors for the period
under review.
Internal Auditor
As recommended by the Audit Committee, the Board of Directors had re-appointed M/s.
Srimal Jain & Co., Chartered Accountants, as Internal Auditors of the Company for the
Financial Year 2022-23 to conduct internal audit of the Company and their report on
findings is submitted to the Audit Committee on periodic basis.
Secretarial Auditors
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 had re-appointed Mr. Rajesh Ghorawat, Company Secretary in Practice, to
undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the
Financial Year 2022-23 in the prescribed Form MR-3 is appended as ‘Annexure A to
this Boards Report.
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.
CORPORATE GOVERNANCE
The Company adheres to follow the best corporate governance. As per Regulation 34 read
with Schedule V (C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, a Report on Corporate Governance along with a certificate received from the
Statutory Auditors confirming compliance is annexed and forms part of the Annual Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
There were no significant and material orders passed by the Regulators or Courts or
Tribunals during the year under review impacting the going concern status and the
operations of the Company in future.
RBI GUIDELINES FOR NON-BANKING FINANCIAL COMPANIES
The Company has observed all the prudential norms prescribed by the Reserve Bank of
India. The Schedule as required in terms of Paragraph 13 of Non-Banking Financial
Companies Prudential Norms (Reserve Bank) Directions, 2015 is annexed herewith.
DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (‘POSH Act) and Rules made thereunder, your
Company have constituted Internal Complaints Committee for providing a redressal mechanism
pertaining to sexual harassment of women employees at workplace.
During the year under review, no complaint was filed under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
REMUNERATION RATIO TO DIRECTORS/KMP/EMPLOYEES
The disclosures pertaining to remuneration and other details as required under Section
197 of the Act read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is attached as ‘Annexure B forming part of this report.
OTHER DISCLOSURES
Secretarial Standards:
The company has complied with the applicable provisions of Secretarial Standards SS-1
and SS-2 with respect to convening of Board Meetings and General Meetings during the
period under review.
Proceeding pending under the Insolvency and Bankruptcy Code, 2016:
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.
APPRECIATION & ACKNOWLEDGEMENT
The Board of Directors place on record sincere gratitude and appreciation for all the
employees at all levels for their hard work, solidarity, cooperation and dedication during
the year. The Board conveys its appreciation for its customers, shareholders, suppliers as
well as vendors, bankers, business associates, regulatory and government authorities for
their continued support.
|
|
For and on behalf of the Board |
|
|
Decillion Finance Limited |
|
Sd/- |
Sd/- |
|
Jitendra Kumar Goyal |
Vidhu Bhushan Verma |
| Place: Kolkata |
Managing Director |
Director |
| Date: 1st September, 2023 |
(DIN: 00468744) |
DIN: 00555238 |
+91-9892691696
