Invigorated Business
Consulting Limited
Dear Shareholders,
Your Directors are pleased to present the 35th (Thirty Fifth) Annual Report, together
with the Audited Financial Statement of the Company for the financial year ended March 31,
2023 and the Auditors Report thereon.
Financial Results
(Rs. In Lacs)
Particulars |
Financial Year ended March 31, 2023 |
Financial Year ended March 31, 2022 |
| Gross Income |
18.88 |
29.95 |
| Profit/ (Loss) before write off, provisions & tax |
(45.42) |
(12.56) |
| Tax adjustment for earlier years |
- |
- |
| Profit/ (Loss) after Tax |
(45.42) |
(12.56) |
The Gross Income comprises of amount(s) received on recovery of delinquent assets
through settlement/ compromise/ legal action and other income.
Dividend
In view of losses suffered by the Company, no dividend has been considered for the
Financial Year(FY) 2022-23.
Fixed Deposits
During the year under review, the Company has not accepted/ renewed any Fixed Deposit
and no amount of principal or interest was outstanding as of the Balance Sheet date.
Management Discussion and Analysis
(i) Industry Structure and Development
Consequent to the surrender of the license of Non-Banking and Finance Company, and the
directions received from Reserve Bank of India ("RBI"), the Company has
changed the business activities to providing leasing advisory/ counselling service to
other entities. Further, the proposal of change of business activities by amending Object
Clause is being placed in the ensuing Annual General Meeting.
(ii) Opportunities and threats
The Company is presently engaged in recovery of delinquent loan assets and settlement
of old legal cases filed by/ against the Company. Your directors are exploring the
possibilities of engaging in the consultancy services. During the year, the Company has
also earned some other income.
(iii) Segment-wise or Product-wise Performance
The Company engaged in the business of providing leasing advisory/ counselling service
to other entities and reporting as a single segment. This is in accordance with the
guiding principle provided in the Indian Accounting
Standard on Segment Reporting (IND AS - 108) issued by The Institute of Chartered
Accountants of India.
The Company is also working towards the recovery of delinquent loan assets and
settlement of old legal cases filed by/ against the Company. Your directors are exploring
the possibilities of engaging in the consultancy services.
(iv) Future Outlook
The Company is also working towards the recovery of delinquent loan assets and
settlement of old legal cases filed by/ against the Company. Your directors are exploring
the possibilities of engaging in the consultancy services.
(v) Risks and Concerns
The Company is working towards the recovery of delinquent loan assets and settlement of
old legal cases filed by/ against the Company. The management sees uncertainty in such
settlements as the present functioning is only limited to recovery of delinquent loan
assets. Your directors are exploring the possibilities of engaging in the consultancy
services.
(vi) Internal Control Systems and their adequacy
The Internal Control Systems are in place to serve the existing operations of the
Company.
(vii)Financial Performance
The loss for the year after write offs/ provisions etc. and tax amounts to Rs. 45.42
Lacs.
(viii)Human Resource and Industrial Relations
The Company is having two employees as on the date of this report. Your Directors
relation at all levels with employees were cordial.
(ix) Details of significant changes in key financial ratios
Refer note no. 36 of the financial statement for the ratios. Since, there were no
revenue from operations for the FY 2022-23, the debtor turnover and net profit margin
ratios were significantly impacted. Also, the current ratio was impacted due to a decrease
in cash and cash equivalents.
(x) Details of any change in Return on Net Worth as compared to the immediately
previous financial year along with a detailed explanation thereof
The Companys net worth continues to stand fully eroded.
Cautionary Statement
Statements in this Management Discussion and Analysis section describing the Companys
objectives, projections, estimates and expectations may be ‘forward looking
statements within the meaning of applicable laws and regulations.
Directors & Key Managerial Personnel (KMP)
In accordance with the provisions of Companies Act, 2013 ("Act") and
Articles of Association of the Company, Mr. Vinod Dixit, Director retire by rotation at
the ensuing AGM and being eligible, offer himself for re-appointment.
During the year under review, the tenure of second term as an Independent Director of
Ms. Preeti Chauhan had been completed and the shareholder at the last Annual General
Meeting ("AGM") held on September 30, 2022, had appointed Ms. Moni Singh
as an Independent Director in place of Ms. Preeti Chauhan.
Further, Mr. Rajeev Khanna has resigned from the position of Whole-time Director and
Key Managerial Personnel of the Company with effect from May 8, 2023, due to his
pre-occupation in other professional assignment and in his place Mr. Ashok Kumar Behl, on
the recommendation of Nomination and Remuneration Committee, has been appointed as an
Additional Director designated as Whole-time Director of the Company by Board of Directors
at its meeting held on May 8, 2023. He is also appointed as Chairman of the Company.
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with criteria of independence as prescribed under Section 149(6)
of the Act and under Regulations 16(1)(b) & 25(8) of SEBI (Listing Obligations and
Disclosure Requirements) Regulation, 2015 (hereinafter referred as "the SEBI
Listing Regulations").
There has been no change in the KMP during the FY 23.
The policy for Appointment and Remuneration of Directors, Key Managerial Personnel and
Other Employees is attached as Annexure – A and forms an integral part of this
report.
The Company has devised the criteria for performance evaluation of Independent
Directors, Board, Committees and other Individual Directors which includes criteria for
performance evaluation of the non-executive directors.
Evaluation was done by the Board for its own performance and that of its Committees,
Chairman of the Board and Individual Directors including Independent Directors.
The details of programme for familiarisation of Independent Directors with the Company,
their roles, rights, responsibilities in the Company and related matters are put up on the
website of the Company www.escortsfinance. com.
The brief resumes and other details relating to the directors who are proposed to be
appointed/ re-appointed, as required to be disclosed as per the provisions of the SEBI
Listing Regulations/ Secretarial Standard are given in the Annexure to the Notice of the
35th AGM.
Corporate Governance
Your Company reaffirms its commitment to the good corporate governance practices and
has adopted the Code of Conduct which has set out the systems, processes and policy
conforming to established standards. Pursuant to the SEBI Listing Regulations, the
Corporate Governance Report and Auditors Certificate regarding compliance of conditions
of Corporate Governance are enclosed as Annexure – B and forms an integral
part of this Report.
Corporate Social Responsibility (CSR)
The Company did not fall under any of the criteria of provisions of Section 135 of the
Companies Act, 2013. Hence, Company was not required to do CSR expenditure during the
financial year 2022-23.
Holding, Subsidiaries, Joint Ventures and Associate Companies
Escorts Kubota Limited is the holding company of the Company. Further, the Company do
not have any Subsidiary, Joint Venture or Associate Company.
Change in Share Capital
During the FY 2022-23, there has been no change in the share capital of the Company,
except the allotment of 1% 95,00,000 Non-Convertible Cumulative Redeemable Preference
Shares (NCCRPS) of Rs. 10 each in lieu of redemption of 10% 95,00,000 CRPS of Rs. 10 each
in compliance of NCLT order dated May 13, 2022.
Auditors and Auditors Report Statutory Auditors
Pursuant to the provisions of Section 139 of the Act read with Companies (Audit and
Auditors) Rules, 2014, the shareholders of the Company at the 34th AGM held on September
30, 2022, had appointed M/s. Kapish Jain & Associates, Chartered Accountants, New
Delhi (Firm Registration No. 022743N) as Statutory Auditors of the Company for a period of
5 years i.e. upto the conclusion of AGM to be held in the year 2027.
Pursuant to provisions of the Section 143(12) of the Act neither the statutory auditors
nor secretarial auditors have reported any incident of fraud to the Audit Committee or the
Board during the year under review.
Secretarial Auditors
The Board of Directors of the Company had appointed M/s. Jayant Gupta and Associates,
Practicing Company
Secretaries to conduct secretarial audit of the Company for the financial year 2022-23.
The Secretarial Audit Report for the financial year ended March 31, 2023 is enclosed as Annexure
– C and forms an integral part of this Report. The Secretarial Audit Report does
not contain any qualification, reservation and adverse remarks and the comments given by
the Secretarial Auditors in their report are self-explanatory and hence, do not call for
any further explanations or comments under Section 204(3) of the Act.
Auditors Qualifications/ Observations and Management Comments
The qualifications/ observations made by the Statutory Auditors in the Auditors Report
are dealt with separately in the Notes to the Balance Sheet and the Statement of Profit
and Loss.
Management response to the same is as under:
The Comments given by the auditors in their report read together with notes to accounts
for the financial year ended March 31, 2023 are self-explanatory and hence do not call for
any further explanations or comments under section 134 of the Act.
Particulars of Employees
In terms of provisions of Section 197(12) of the Act, read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing
the names of the employees in terms of remuneration drawn is available with the Company
Secretary. Having regard to the provisions of Section 136(1) of the Act, the
Annual Report excluding the aforesaid information is being sent to the members of the
Company. Any member interested in obtaining such particulars may write to the Company
Secretary of the Company and the same will be furnished on request.
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed as
Annexure – D and forms an integral part of this Report.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The particulars relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the
Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are as follows: -
A. Conservation of Energy
Your Company being engaged in leasing advisory/ counselling service and does not have
any activity relating to conservation of energy.
B. Technology absorption:
Not Applicable
C. Foreign exchange earnings and outgo
During the period under review, there was no foreign exchange outflow from your Company
and it had no foreign exchange earnings.
Disclosures
Meetings of the Board
Five meetings of the Board of Directors were held during the year. For further details,
please refer Report on Corporate Governance annexed as Annexure – B to this
report.
Audit Committee
All the recommendations made by the Audit Committee were accepted by the Board.
For constitution and other details of the Audit Committee, please refer Report on
Corporate Governance annexed as Annexure- B to this report.
Registrar and Share Transfer Agent
The Share Transfer and related activities are being carried out by Alankit Assignments
Limited, Registrar and Share
Transfer Agent (RTA) from the following address:
Alankit Assignments Limited
RTA Division, 4E/2,
Jhandewalan Extension,
New Delhi 110055
Annual Return
The Annual Return of the Company is available on the Companys website at
www.escortsfinance.com.
Particulars of Loans given, Investments made, Guarantees given and Securities provided
During the year under review, no loan, guarantees and securities has been provided. The
details of investments made during the year is provided in Note 5 of the Notes to
accounts.
Contracts and Arrangements with Related Parties
The particulars of contracts and arrangement with related parties under Section 188(1)
in Form AOC-2 are enclosed as Annexure – E.
The Policy on materiality of related party transactions and dealing with related party
transactions as provided by the Board may be accesses on the Companys website at the
link: www.escortsfinance.com.
Your directors draw attention of the members to Note 38 & 39 to the financial
statement which sets out related party disclosures.
Internal Financial Controls
The Company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weakness in the design or operation was observed.
Risk Management
The Company did not fall under the criteria of Regulation 21 of SEBI Listing
Regulations. Hence, Company did not require to comply the risk management provisions.
Secretarial Standards
The Company is in compliance with all the applicable Secretarial Standards issued by
the Institute of Company Secretaries of India.
Prevention of Sexual Harassment
Your Directors further state that during the year under review, there were no cases
filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the provision related to constitution of internal complaint
committee is not applicable on the Company.
Significant or material orders passed by the Regulators or Courts or Tribunals
During the year under review, the Honble National Company Law Tribunal (NCLT)
Chandigarh Bench, has passed an order, dated May 13, 2022, and directed to issue 95,00,000
- 1% Cumulative Redeemable Preference Shares ("CRPS") in lieu of the
redemption of the unredeemed 95,00,000 10 % CRPS to Escorts Kubota Limited (Formerly
Escorts Limited).
In pursuance of the above order, the Board at its meeting held on November 3, 2022, had
allotted the 95,00,000 1% Non-Convertible Cumulative Redeemable Preference Shares, in lieu
of redemption of 10% cumulative redeemable preference shares of the Company to Escorts
Kubota Limited.
Change in Name
Pursuant to the approval of shareholder at the last AGM held on September 30, 2022, the
Ministry of Corporate Affairs (Power delegated to Registrar of the Companies) has approved
the new name of the Company i.e. Invigorated Business Consulting Limited from Escorts
Finance Limited and issued the Certificate of Incorporation dated June 14, 2023.
Change in Object Clause
Pursuant to the approval of shareholder at the last AGM held on September 30, 2022, the
business activities of the Company has been changed to provide the leasing advisory/
counselling service to other entities.
The directors have also proposed the change in object clause of the Company in view of
the change in name of the company and the proposed object clause are provided in the
Notice of 35th AGM.
Reclassification of Promoter
During the financial year, Shreeyam Securities Limited (formerly Escorts Securities
Limited), Promoter Shareholder of the Company, has requested to reclassify them from the
Category of Promoter Group to Public Shareholder. The said request was considered,
analyzed and approved by the Board of Directors at its meeting held on August 30, 2022,
and shareholders at last AGM held on September 30, 2022.
Pursuant to the Regulation 31A of SEBI Listing Regulations, an application for
reclassification of Shreeyam Securities Limited from category of Promoter Group to Public
Shareholder has been submitted to BSE Limited on October 19, 2022. The approval of BSE
Limited is awaited.
Material Changes and Commitment affecting the financial position
There are no material changes affecting the financial position of the Company
subsequent to the close of the financial year ended on March 31, 2023 till the date of
this report.
Application made or any proceeding pending under the Insolvency and Bankruptcy Code
As on the date of the Report no application is pending under the Insolvency and
Bankruptcy Code, 2016 and the Company did not file any application under (IBC) during the
Financial Year 2022-23. Further, the Company has not made any one-time settlement.
Directors Responsibility Statement
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with
respect to Directors Responsibility Statement, it is hereby confirmed that:
(i) in the preparation of the annual accounts for the year ended March 31, 2023, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed along with proper explanation relating to material departures;
(ii) the Directors 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 as at March 31, 2023 and of the loss of
the Company for the year ended on that date;
(iii) the Directors 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) the Directors have prepared the annual accounts for financial year ended March 31,
2023 on a ‘going concern basis;
(v) the Directors 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) 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.
General
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the Company under
any scheme.
3. Details of the remuneration of Whole-time Directors of the Company received from any
of its subsidiaries.
4. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Companys operations in future.
5. Details of difference between amount of 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.
Acknowledgement
Your Directors wish to acknowledge and thank the co-operation and assistance extended
by the Banks, Financial Institutions, Government Agencies and Customers/ Depositors.
The Directors also wish to convey their deep appreciation for the contribution made by
the employees to the operations of the Company, in particular those who continued with the
Company and extended their full support during this difficult period. We also convey our
thanks to our esteemed shareholders for their continued support and encouragement.
|
For and on behalf of the Board of Directors |
|
Invigorated Business Consulting Limited |
|
Sd/- |
|
Ashok Kumar Behl |
Place: Faridabad |
Chairman |
Date: July 10, 2023 |
DIN: 10146894 |
+91-9892691696
