To,
The Members,
Esaar (India) Limited
Your Directors are pleased to present the 71st Annual Report of Esaar
(India) Limited together with Directors Report, Audited Financial Statements and
Auditors Report for the financial year ended March 31, 2023.
1. FINANCIAL RESULTS
Your Company financial performance during the year 2022-23 is summarized below:
(Rs. in Lakhs except EPS)
Particulars |
2022-23 |
2021-22 |
Income from operations |
1846.20 |
898.80 |
Other Income |
288.52 |
2796.92 |
Total Income |
2134.72 |
3695.72 |
Depreciation & Amortization |
3.50 |
0 |
Finance Cost |
729.60 |
262.74 |
Other Expenses |
668.40 |
1345.72 |
Extraordinary Items |
- |
- |
Profit/Loss After Depreciation & Interest & Extraordinary
Items |
580.06 |
2136.70 |
Provision for Tax |
80 |
16.25 |
Deferred Tax |
52.35 |
18.45 |
Profit After Tax |
447.70 |
2102 |
EPS (Basic and diluted) |
2.19 |
10.28 |
2. RESULTS OF OPERATIONS
During the year under review, your Company has generated a revenue of Rs. 1846.20 lakhs
as compared to Rs. 898.80 lakhs in the previous year. The Companys net profit for the
financial year ended March 31, 2023 stood at Rs. 447.70 lakhs as against the net profit of
Rs. 2102 lakhs in the previous year.
3. CHANGE IN THE NATURE OF THE BUSINESS
There were no change in the nature of business of the Company for the year under
review. Further, information on the business overview and outlook and state of the affairs
of the Bank is covered under the Management Discussion & Analysis section of the
Annual Report.
4. CHANGE IN THE NAME OF THE COMPANY
During the year under review, there was no change in the name of the Company.
5. MATERIAL CHANGES OR COMMITMENTS
There were no material changes or commitments that took place after the closure of FY
2022-23 till date which will have any material or significant impact on the financials of
the Company.
6. CHANGE IN SHARE CAPITAL
During the financial year, the authorized share capital of the Company has been
increased from Rs. 21,50,00,000/- (Rupees Twenty-One Crores Fifty Lakhs Only) consisting
of 2,15,00,000 (Two Crores Fifteen Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each
to Rs. 61,50,00,000 /- (Rupees Sixty-One Crores Fifty Lakhs only) consisting of
6,15,00,000 (Six Crores Fifteen Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each.
The approval of the members was sought via. Extra-ordinary General Meeting dated June 16,
2022.
Further, at the 70th Annual General Meeting held on Thursday, September 29,
2022, the Members had approved to increase the authorized share capital of the Company
from Rs. 61,50,00,000 /- (Rupees Sixty-One Crores Fifty Lakhs only) to Rs. 71,50,00,000/-
(Rupees Seventy-One Crores Fifty Lakhs only), but as circumstances have evolved, and it
has become evident that the need to raise capital is no longer required at the moment
therefore, Company decided not to further increase the authorized share capital during the
year.
7. TRANSFER TO RESERVE AND SURPLUS
Your Company transferred 20% of the profit i.e. Rs 89.54/- Lakhs to Statutory Reserves
during the year ended March 31, 2023.
8. DIVIDEND
With a view to strengthening the financial position of the Company, your Board have not
recommended any dividend on equity shares for the FY 2022-23.
9. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND
The Company does not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF).
10. PUBLIC DEPOSITS
Your Company has been registered as a NBFC in terms of the provisions of Non-Banking
Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank)
Directions, 2007. Your Company is categorized as Non-Deposit taking Non-Banking Financial
Company. The Company has not accepted/invited any deposits during the year from the public
falling within the ambit of Chapter V of the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014.
11. BUY-BACK / SWEAT EQUITY / BONUS SHARES / Employee stock options
The Company has neither bought back its shares nor has issued any sweat equity or Bonus
shares during the year under review.
During the period under review, the Company has not issued any shares or shares with
differential voting rights. It has neither issued Employee stock options nor Sweat equity
shares of the Company and does not have any scheme to fund its employees to purchase the
shares of the Company.
12. ISSUE OF DEBENTURES, BONDS OR ANY NON-CONVERTIBLE SECURITIES
The Company has not issued any Debentures, bonds or any Non-Convertible Securities.
13. ISSUE OF CONVERTIBLE WARRANTS ON PREFERENTIAL BASIS
The Company had issued 3,50,00,000 convertible equity warrants at a price of Rs. 10/-
each in accordance with the SEBI guidelines and the Companies Act, 2013, but the same has
not been allotted due to non-receipt of upfront payment of 25% of total consideration
within 15 days of in-principle approval received from BSE as per SEBI guidelines.
14. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES, IF ANY
The Company neither have any Subsidiary, Joint venture or Associate Company nor there
are Companies/ Body Corporate which have become/ ceased to be subsidiary / Joint Venture /
Associate during the FY 2022-23.
The Company has formulated a Policy for determining Material Subsidiaries. The Policy
is put up on the Companys website at www.esaar.in.
15. STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014, M/s. Harish Arora & Associates, Chartered
Accountant (Firm Registration No. 015226C) was appointed as the Statutory Auditors by the
Members at the 67th Annual General Meeting of the Company to hold office for
the term of 5 consecutive year from 67th AGM to 72nd AGM of the
Company.
16. INTERNAL AUDITOR
The Company has appointed M/s. Grandmark & Associates as an Internal Auditor of the
Company for the FY 2022-23.
17. STATUTORY AUDIT REPORT
The Auditors Report on the financial statement for the current year is
self-explanatory, therefore does not require any further explanation. The Company has
already submitted declaration pursuant to Regulation 33(3)(d) of SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015, (“SEBI LODR”) to the Stock
Exchange.
18. COST AUDITOR REPORT AND COST RECORD
The Directors state that Section 148(1) of the Companies Act, 2013, is not applicable
to the Company.
19. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
M/s. HD & Associates (Membership No.: A47700, COP No. 21073), Practicing Company
Secretary was appointed as Secretarial Auditor to conduct the Secretarial Audit of the
Company for the FY 2022-23, pursuant to Section 204 of the Companies Act, 2013 and rules
made there under. The Secretarial Audit Report for the Financial Year 2022-2023 forms part
of the Annual Report. The Secretarial Audit Report is annexed to this Report.
The Secretarial Audit report for the current year is self-explanatory, therefore does
not require any further explanation.
Further, Company had appointed M/s. NVB & Associates (Membership No: 12268; CP No.
6069), Practicing Company Secretary, as a Secretarial Auditor of the Company with effect
from September 4, 2023, to conduct the Secretarial Audit of the Company for the FY
2023-24.
20. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on March 31, 2023, the Company has Seven (7) Directors consisting of two (2)
Executive Director, One (1) Non - Executive, Non- Independent Director and Four (4) Non-
Executive, Independent Directors.
(i) Independent Director:
Pursuant to the recommendations of the Nomination and Remuneration Committee, Mr.
Rajesh A. Pandey (DIN: 03560331) has been appointed as an Additional Director (Independent
Director) of the Company at the Board Meeting held on January 27, 2023, and further
regularized as Independent Director by the members at the Extra Ordinary General Meeting
held on April 20, 2023.
During the FY 2022-23, no director had resigned from the Board.
On June 30, 2023, Mr. Raju Kishan Darade, had resigned from the post of Independent
Director of the Company. the Board places on record their appreciation for the assistance
and guidance provided by Mr. Raju Kishan Darade during his tenure as an Independent
Director of the Company.
(ii) Executive Director:
Pursuant to the recommendations of the Nomination and Remuneration Committee, Mr. Bipin
Dinesh Varma (DIN: 05353685) has been appointed as an Additional Director of the Company
at the Board Meeting held on January 27, 2023 and further regularized by the Members at
the Extra Ordinary General Meeting held on April 20, 2023.
(iii) Women Director:
Your Companys Board is represented by two Woman Directors viz. Ms. Shruti Rahul Joshi,
Chairperson & WTD of the Company and Ms. Dipti Yelve Shashank, NonExecutive,
Independent Directors.
(iv) Directors Retiring by Rotation:
In accordance with the provision of Section 152 of the Companies Act, 2013, Mr. Mehul
Hasmukh Shah (DIN:00338356), Non-Executive, Non-Independent Director of the Company,
retires by rotation at the ensuing Annual General Meeting of the Company and being
eligible, offers himself for re-appointment.
The information of Directors seeking appointment/re-appointment as required pursuant to
Regulation 36(3) of the SEBI LODR is provided in the notice covering the Annual General
Meeting of the Company.
(v) Key Managerial Personnel
The Board noted the resignation of Ms. Disha Shah from the post of Company Secretary
and Compliance Officer of the Company with effect from September 3, 2022, and subsequently
appointed Ms. Jai Vaidya (Membership No. A 42246) with effect from September 6, 2022 as a
Company Secretary and Compliance Officer of the Company. Ms. Jai Vaidya tendered her
resignation on November 16, 2022, due to some personal reasons.
On May 12, 2023, Company has appointed Ms. Palak Jain (Membership No. A57361) as a
Company Secretary and Compliance Officer of the Company.
21. ANNUAL RETURN
Pursuant to Sections 92 and 134 of the Act, the Annual Return along with Notice of AGM
is available on the website of the Company. The web link for the same is www.esaar.in
22. FAMILIARIZATION PROGRAMME
Through the Familiarization programme, the Company apprises the Independent Directors
about the business model, corporate strategy, business plans and operations of the
Company. Directors are also informed about the financial performance, annual budgets,
internal control system, statutory compliances etc. They are also familiarized with
Companys vision, core values, ethics and corporate governance practices.
Details of Familiarization programme of Independent Directors with the Company are
available on the website of the Company at www.esaar.in
23. INDEPENDENT DIRECTORS MEETING
The Independent Directors of the Company meets once in every financial year without the
presence of Executive Directors and management of the Company. The role of the Independent
Directors is as per the provisions of Companies Act, 2013, as well as the SEBI LODR.
24. DECLARATION BY INDEPENDENT DIRECTOR
Pursuant to Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirement) Regulations, 2015, the Independent Directors of the Company have
given the declaration to the Company that they qualify the criteria of independence as
required under the Act.
25. NOMINATION AND REMUNERATION POLICY
An extract of the Companys policy relating to directors appointment, payment of
remuneration and discharge of their duties is annexed herewith. The policy is available on
the website of the Company at www.esaar.in.
26. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE
YEAR
In the opinion of the board, the Independent Directors fulfill the conditions specified
in SEBI LODR, and are independent of the management of the Company. The Independent
Directors have complied with the code prescribed in schedule IV of the Companies Act,
2013.
27. MEETING OF BOARD OF DIRECTORS
Details of meeting of the board of directors is mentioned in Corporate Governance
report.
28. PERFORMANCE EVALUATION OF THE BOARD
Pursuant to the provisions of Companies Act, 2013 and SEBI LODR, the Board has carried
out annual performance evaluation of its own performance, the directors individually as
well the evaluation of the working of its Audit, Nomination & Remuneration and
Stakeholder committee, including the Chairperson of the Board 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 Chairperson and the Non Independent Directors was carried out by the Independent
Directors.
The Directors has expressed its satisfaction with the evaluation process.
29. PARTICULARS OF EMPLOYEES
The Directors and employees do not exceed the remuneration criteria prescribed in
Section 197 of the Companies Act, 2013 (“the Act”) read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Details
attached as Annexure II.
The said information in detail is available for inspection at Registered Office of the
Company during working hours. Any member interested in obtaining such information may
write to the Company Secretary, at the registered office and the same will be furnished on
request.
30. CORPORATE GOVERNANCE
Pursuant to Regulation 15(2) of the SEBI LODR, compliance of Corporate Governance is
not mandatory. However, the company has complied with the provisions of Regulation 17 to
27 of the SEBI LODR, to the extent possible. A separate section on Corporate Governance
forms part of the Directors Report as stipulated in SEBI LODR, is included in the Annual
Report as Annexure III.
31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis report is annexed as Annexure IV.
32. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
The Company has adequate internal financial controls besides timely statutory audit and
limited reviews of performance taking place periodically.
33. RISK MANAGEMENT POLICY
The Board of Directors of the Company has put in place a Risk Management Policy which
aims at enhancing shareholders value and providing an optimum risk-reward tradeoff.
The risk management approach is based on a clear understanding of the variety of risks
that the organization faces, disciplined risk monitoring and measurement and continuous
risk assessment and mitigation measures.
34. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism that enables the Directors and Employees
to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards
against victimization of persons who use the Vigil Mechanism; and (b) direct access to the
Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate
or exceptional cases. The Board has framed the “Whistle Blower Policy” as the
vigil mechanism for Directors and employees of the Company. The web link for the policy
is: www.esaar.in
35. CORPORATE SOCIAL RESPONSIBILITY
The provisions of Corporate Social Responsibility was not applicable for the FY
20222023. However, the same is applicable from FY 2023-2024. The policy on Corporate
Social Responsibility is disclosed on the website of the Company. The web link for the
policy on Corporate Social Responsibility is: www.esaar.in
36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The company has in place a policy for prevention of sexual harassment in accordance
with the requirements of the Sexual Harassment of women at workplace (Prevention,
Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to
redress complaints received regarding sexual harassment. The Board thereafter constituted
a sexual harassment committee where Ms. Shruti Rahul Joshi is the Chairperson of the
Committee and Ms. Dipti Yelve and Mr. Bipin Dinesh Varma are the Members. All employees
(permanent, contractual, temporary, trainees) are covered under this policy.
a. number of complaints filed during the financial year - None
b. number of complaints disposed of during the financial year - None
c. number of complaints pending as on end of the financial year - None
37. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditor and Secretarial Auditor of your Company have not reported any
frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the
Companies Act, 2013, including rules made thereunder.
38. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of loans, guarantees given and investments made during the year, as
required under Section 186 of the Companies Act, 2013 and Schedule V of the Securities and
Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015,
are given in the notes to the financial accounts forming part of the Annual Report.
39. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There were contracts or arrangements entered into by the Company with related parties
referred to in sub-section (1) of section 188 of the Companies Act, 2013. The related
party transactions as per AS 18 are given in the notes to the financial accounts and forms
part of the Annual Report.
Pursuant to Section 188 (1) of the Act, particulars of contracts/arrangements entered
into by the company with related parties is attached to the director report in Form AOC-2.
The Companys Policy on Related Party Transaction is available on the Companys website: www.esaar.in.
40. REGISTRATION WITH INDEPENDENT DIRECTORS DATABANK
The Independent Directors of the company are registered with Independent director
databank.
41. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant and material orders have been passed by the Regulators or Courts or
Tribunals which will impact the going concern status of the Company and its future
operations.
42. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR
There are no Material Changes between the date of the Board Report and at the end of
the Financial Year.
43. MATERIAL DEVELOPMENTS DURING THE FINANCIAL YEAR
There are no material developments during the Financial Year.
44. POSTAL BALLOT
There was no resolution passed by Postal Ballot during the FY 2022-23.
45. EXTRA ORDINARY GENERAL MEETING
During the year, an Extra Ordinary General Meeting of the Members of the Company was
held on Thursday, June 16, 2022.
46. IN CASE THE SECURITIES ARE SUSPENDED FROM TRADING, THE DIRECTORS REPORT SHALL
EXPLAIN THE REASON THEREOF
The trading of the Company has not been suspended.
47. 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
As on March 31, 2023, there is no proceeding pending under the Insolvency and
Bankruptcy Code, 2016.
48. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
There is no one time settlement done with bank or any financial institution.
49. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to Conservation of Energy, Technology, Absorption, Foreign
Exchange Earnings and Outgo as required under section 134(3) (m) of the Companies Act,
2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this
report as Annexure I.
50. SECRETARIAL STANDARDS
During the FY 2022-23, the Company has complied with the applicable provisions of
Secretarial Standards issued by The Institute of Company Secretaries of India.
51. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Act, the Directors state that:
a) In the preparation of the annual accounts for the financial year ended March 31,
2023, the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;
b) Appropriate accounting policies have been selected and applied consistently and the
Directors made judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at March 31, 2023 and of the
profits of the Company for the year ended March 31, 2023;
c) proper and sufficient care was taken 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;
d) the Annual Accounts of the Company have been prepared on going concern basis;
e) Proper internal financial controls were followed by the Company and such internal
financial controls are adequate and were operating effectively;
f) Proper systems are devised to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
52. ACKNOWLEDGEMENT
Your Directors take this opportunity to express deep and sincere gratitude to all the
stakeholders of the Company.
| For and on Behalf of the Board of Directors of |
|
Esaar (India) Limited |
|
Sd/ |
|
Shruti Rahul Joshi |
|
Chairperson & Whole-time Director |
Sd/- |
DIN:09388260 |
Bipin Dinesh Varma |
Place: Mumbai |
Director |
Date: September 4, 2023 |
DIN: 05353685 |
+91-9892691696
