Easy Fincorp Director Discussions


Dear Members,

Your Directors hereby present their 38th Annual Report together with the Audited Financial Statements of the Company for the year ended 31st March 2023.

FINANCIAL RESULTS

Particulars

As on 31st March 2023 As on 31st March 2022
(Rs. in Lakhs) (Rs. in Lakhs)

Total Income

8.09 7.91

Less: Expenditure

27.16 13.83

Less: Depreciation

- -

Profit/(Loss) before exceptional item

(19.07) (5.92)

Less: Exceptional items

- -

Profit/(Loss) before tax

(19.07) (5.92)

Tax Expense

(3.14) 8.94

Profit/(Loss) after tax

(15.93) (14.86)

Add Balance brought forward from earlier years

(327.75) (312.89)

Loss carried to Balance Sheet

(343.68) (327.75)

STATE OF COMPANY AFFAIRS & RESULTS OF OPERATION

The Company registered a total income of Rs. 8.09 lakhs - as compared to Rs. 7.91 lakhs in the previous year and registered a Loss after tax of Rs. 15.93 lakhs - as compared to a Loss after tax of Rs. 14.86 lakhs - in the previous year. During the year, the increase in loss is due to a decline in other income. There was no change in the nature of business of the Company and the Company has not earned any operating revenues during the period, under review. The Financial Statements for the year ended 31st March, 2023 have been prepared in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (IND AS) specified under section 133 of the Companies Act, 2013, as amended (“the Act”) read with the Companies (Indian Accounting Standards) Rules, 2015.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT OVERVIEW:

Inflation has emerged as a global challenge owing to the surge in energy prices, non-food commodities, input prices disruptions of global supply chains and rising freight costs. In India, retail inflation measured by the Consumer Price Index (CPI) hit the highest of 7.79% in April 2022. India is presently known as one of the most important players in the global economic landscape. Our country is growing rapidly and is expected to become a US$ 5 trillion economy by 2025. The Union Budget presented on February 01, 2023 highlighted the policies and investment incentives to look forward to in the next year. Investments in India have been riding high for the last few years. Investments here should always be a long-term story. The next 10 years will surely give good returns.

Over the years, India has emerged as one of the fastest-growing economies in the world and an attractive investment destination driven by economic reforms and a large consumption base.

OUTLOOK:

The Company is engaged in investment activities and other financial services during the year under review, hence the requirement of segment-wise reporting is considered irrelevant. The Company carries shares and securities in its books. The effect of mark-to-market thereon has been taken into account for the year. During the year, the Company does not have any operating revenues and other income mainly comprises interest income on bank deposits. RBI maintains an accommodative stance targeting positive growth through policy support by expanding the money supply. However, it has declared its intention to move towards a neutral policy stance later in the year. The MPC has kept the repo rate and the reverse repo rate unchanged at four percent and 3.35 percent, respectively which means that the interest rate will remain stable in the near future. The Company has a proper and adequate system of internal controls commensurate to the size of its operations to ensure that financial transactions are properly authorized and reported correctly.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT.

There are no material changes and commitments, affecting the financial position of the Company that have occurred between the close of the financial year ended 31st March, 2023 and the date of this Boards Report.

TRANSFER TO RESERVES:

Due to the losses during the year, the company has not transferred any amount to the reserve.

DIVIDEND:

In view of the accumulated losses, your Directors regret their inability to recommend any dividend on the Preference or Equity Shares.

SHARE CAPITAL:

During the year, there was no change in the issued, subscribed and paid-up capital of the Company.

HOLDING COMPANY, SUBSIDIARY COMPANY AND ASSOCIATE COMPANIES:

Rainbow Investments Limited continues to remain the holding Company of your Company. The Company does not have any Subsidiary or Associate Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors consists of Six Non-Executive Directors of which Mr. Kedarisetty Naga Mahesh Kumar and Mr. Rama Chandra Kurup are the Independent Directors. The Board of Directors at its meeting held on 22nd July, 2022 appointed Mr. Atul Lakhotia (DIN: 00442901) as an Additional Director in the capacity of Non-Executive, Non-Independent Director who shall hold office up to the date of the ensuing Annual General Meeting of the Company. His appointments were regularized by the shareholders in the 37th Annual General Meeting held on 30th August 2022. Mr. Hemant Goenka (DIN: 02138953) resigned from the Board of Directors of the Company on 22nd July, 2022 as Non-Executive Director.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company had received declarations from the Independent Directors confirming that they meet the criteria of Independence as prescribed under the provisions of Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) read with Regulation 25(8) of the SEBI Listing Regulations. They have also complied with the code for Independent directors prescribed in Schedule IV of the Companies Act, 2013. Further, the Independent Directors have confirmed that they have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014. The Board has taken on record these declarations after undertaking the due assessment of the veracity of the same.

KEY MANAGERIAL PERSONNEL:

Mr. Ashish Kumar Chaudhuri was reappointed as Chief Executive Officer with effect from 1st October, 2022 on the expiry of his previous term. Mr. Subir Das was reappointed as Chief Financial Officer of the Company, with effect from 1st December, 2022 on the expiry of his previous term.

NUMBER OF MEETINGS OF THE BOARD:

During the year under review, Six (6) meetings of the Board of Directors were convened and held.

BOARD ATTENDANCE
1 2 3 4 5 6

NAME OF DIRECTOR

AGM 30-08-22 19- 05-22 22- 07-22 20- 09-22 11- 11-22 19- 12-22 13- 02-23 HELD DURING THE TENURE A T T E N D % OF ATTENDANCE

Mr. Rajendra Dey

6 6 100

Mr. Atul Lakhotia

- - 4 4 100

Mr. Hemant Goenka

- - - - - 2 2 100

Mr. Akhilanand Joshi

- 6 6 100

Mrs. Jostna

- 6 6 100

Shrestha

Mr. K. N. Mahesh Kumar

6 6 100

Mr. R. C. Kurup

- 6 6 100

ANNUAL PERFORMANCE EVALUATION

The Board has adopted an evaluation framework on the recommendation of the Nomination & Remuneration Committee (NRC) for evaluating its own performance and as well as that of its Committees and Individual Directors. Accordingly, Performance Evaluation Templates were circulated to all the Directors covering the areas relevant to its functioning and evaluation of the performance of each Individual Director/Committee or Board as a whole. The Independent Directors carried out annual performance evaluations of the other Non-Executive Directors. The performance of each Committee was evaluated by the Board and based on the report on evaluation received from respective Committees a summarized report was shared with the Board for its review and feedback was given to each Director.

AUDIT COMMITTEE:

The Audit Committee of the Board of Directors consists of: Mr. Atul Lakhotia Mr. Kedarisetty Naga Maheshkumar Mr. Rama Chandra Kurup

The Committee met Six (6) times during the period under review and the dates of the meetings were as follows:

1 2 3 4 5 6

NAME OF DIRECTOR

19-05- 22 22-07- 22 20-09- 22 11-11- 22 19-12- 22 13-02- 23 HELD DURING THE TENURE A T T E N D % OF ATTENDANCE

Mr. Atul Lakhotia

- - - - - - 4 4 100

Mr. Akhilanand Joshi

2 2 100

Mr. K. N. Mahesh Kumar

6 6 100

Mr. R. C. Kurup

6 6 100

The terms of reference of the Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013. Chief Financial Officer is permanent invitee to the Committee meetings and Company Secretary acts as the permanent secretary of this committee. Your Company has a well-structured internal audit system commensurate with its size and operation. During the year, there was no occasion when the Board had not accepted the recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Board of Directors consists of: Mr. Atul Lakhotia Mr. Kedarisetty Naga Maheshkumar Mr. Rama Chandra Kurup

The Committee met four times during the period under review and the dates of the meetings were as follows:

1 2 3 4

NAME OF DIRECTOR

19-05- 22 22-07- 22 20-09- 22 11-11- 22 HELD DURING THE TENURE A T T E N D % OF ATTENDANCE

Mr. Atul Lakhotia

- - - - 2 2 100

Mr. Akhilanand Joshi

2 2 100

Mr. K. N. Mahesh Kumar

4 4 100

Mr. R. C. Kurup

4 4 100

The Company has in place a policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the website of the Company at the link: http://www.easyfincorp.com/board-policies.html

CORPORATE SOCIAL RESPONSIBILITY

As the Company does not meet the criteria mentioned in section 135 of the Companies Act, 2013, the provisions of Corporate Social Responsibility are not applicable.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Act, the Directors, to the best of their knowledge and belief, confirm that: a) In the preparation of the annual accounts for the financial year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made 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 loss of the Company for the period; c) proper and sufficient care has been taken 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 annual account has been prepared on a going-concern basis; e) internal financial controls laid down by the directors have been followed by the Company and that such internal financial controls were adequate and operating effectively and; f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

PUBLIC DEPOSITS

Your Company has not accepted any public deposits under Chapter V of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans given and Investments made are covered under the provisions of section 186 of the said Act and are provided in the notes to the financial statement. Further, the Company has not given any guarantees or provided any security during the financial year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. Hence, the provisions of Section 188 of the Act are not attracted. Thus, disclosure in Form AOC-2 is not required. Further, there are no materially significant Related Party Transactions during the year under review made by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large. Related Party Transactions, if any, are placed before the Audit Committee for its approval.

PARTICULARS OF EMPLOYEES

Particulars of employees as per Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as Annexure I to this Report. There were no employees of the Company drawing remuneration in excess of limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the nature of your Companys activities during the year under review, your Company did not consume energy of any significant level nor was there much scope for taking any measures for energy conservation, technology absorption and making any additional investment for the above purposes. There has been no foreign exchange earnings or outgo during the year under review.

RISK MANAGEMENT

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor, mitigate and control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid out a proper mechanism in place to identify the elements of business and other risks and a risk management system to ensure compliance with the applicable laws and relevant standards. In the opinion of the Board there is no such risk which may threaten the existence of the Company.

VIGIL MECHANISM POLICY/ WHISTLE BLOWER POLICY

In compliance with the provisions of Section 177(9) of the Companies Act, 2013 the Company has framed a vigil mechanism policy and system of vigil mechanism to deal with instances of fraud and mismanagement, if any, and concerns about violation of the Companys policies. The Policy is available in the website at http://www.easyfincorp.com/board-policies.html

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the Regulators, Courts and Tribunals impacting the going concern status and the Companys operations in the future.

DETAILS IN RESPECT OF THE ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit function is well defined in the engagement letter of the internal auditor duly approved by the Audit Committee. To maintaining its objectivity and Independence, the Internal Auditor reports to the Audit Committee. The Internal Auditor evaluates the adequacy of the internal control system in the Company on the basis of statement of operation procedure, instruction manuals, accounting policy and procedure.

ANNUAL RETURN

In view of the amendment in provisions of Sections 92 and 134 of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Amendment Rules, 2021, effective from 5th March, 2021, the Company has not annexed the Extract of Annual Return in the prescribed form for the financial year ended on 31st March, 2023 to this Report. The Annual return of the Company is available on the website of the Company at the link: http://www.easyfincorp.com/investors.html

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 covering all the employees at the workplace. All women employees (permanent, temporary, contractual and trainees) are covered under this Policy. All employees are treated with dignity with a view to maintaining an environment free of sexual harassment whether physical, verbal or psychological. No complaints were received or remained pending disposal during the year under review.

COST RECORDS

Neither maintenance of Cost Records nor audit of cost records as required under Section 148 of the Companies Act, 2013 read with relevant rules made thereunder is applicable to the Company.

AUDITORS REPORT

M/s Ray & Ray Chartered Accountants (Firm Registration No.: 301072E) were appointed as the Auditors of the Company at the Extra-ordinary General Meeting of the company held on 3rd February, 2023 to hold office from the conclusion of that E.G.M. till the 38th Annual General Meeting. Accordingly, the Board of Directors on the recommendation of the Audit Committee, recommends to the Members of the Company for an appointment for the first term of 5 consecutive years from the conclusion of this AGM till the conclusion of the 43rd AGM of the Company. The Auditors Report for the financial year 2022-23 does not contain any qualification, reservation or adverse remark. No instances of fraud have been reported by the Statutory Auditors of the Company under Section 143(12) of the Companies Act, 2013. The Report is enclosed with the financial statements in this Annual Report.

SECRETARIAL AUDIT

Mr. Vijay Kumar Mishra of Messrs. VKM & Associates, Practicing Company Secretaries, is appointed as Secretarial Auditor of the Company for the financial year 2022-23, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The attached Secretarial Audit Report marked as Annexure II, which forms part of this Report, is self-explanatory and does not contain any qualification, reservation, adverse remark or disclaimer which requires our further comments.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India pursuant to Section 118 of the Companies Act, 2013.

CORPORATE GOVERNANCE REPORT

The company is having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty-five crore, as on the last day of the previous financial year, hence the provisions of regulation 15 of SEBI (LODR) Regulations, 2015 relating to the compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V, do not apply to the company.

COMPLIANCE WITH THE CODE OF CONDUCT

The Company has adopted the “Code of Conduct for Board Members and Senior Management Personnel”. The Code of Conduct contains the duties of the Independent Directors as laid down in the Act. The Code is available on the website of the Company at http://www.easyfincorp.com/board-policies.html. All the Directors and the Senior Management Personnel of the Company have given a declaration of compliance with the Companys Code of Conduct in accordance with Regulation 26(3) of the SEBI Listing Regulations during the year ended 31st March, 2023.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the valuable services rendered by the employees of the Company. The Directors would also like to express their appreciation and thanks to the Bankers, Regulatory Authorities, and Shareholders for their continued support and cooperation.

Place: Kolkata

On Behalf of the Board of Directors

Date: 25-07-2023

Rajendra Dey

Akhilanand Joshi

Director

Director

DIN: 07011234

DIN: 07041418