To,
The Members,
Finkurve Financial Services Limited
Your directors take the pleasure in presenting the 39th
Annual Report together with Audited Financial Statements of the Company along with
Auditors Report thereon for the financial year ended 31st March, 2023.
1. FINANCIAL SUMMARY
The summary of the Companys financial performance, for the
financial year ("FY") 2022-23 and FY 2021-22 is given below:
(As per IND-AS)
(? in Lakhs.)
| Particulars |
2022-23 |
2021-22 |
| Total Revenue |
5062.78 |
2269.80 |
| Less: Total Expenses |
3103.17 |
1659.32 |
| Add: Share of Profit/ (Loss) of Associates |
- |
- |
| Profit/ (Loss) before taxation |
1959.60 |
2705.70 |
| Less: Tax Expense |
527.28 |
544.82 |
| Profit/ (Loss) After Tax |
1432.32 |
2160.88 |
| Other Comprehensive Income |
4.88 |
(2.05) |
| Total comprehensive income for the year |
1437.20 |
2158.84 |
2. BUSINESS OVERVIEW:
Your Company has been classified as a Loan Company in providing long
term and short-term loans to other corporate/ firms. Your Company is also in the business
of providing educational Loans, loan against gold jewellery and other forms of consumer
loans and the Board is in constant search for new business avenues which can be taken with
the existing business.
3. BUSINESS PERFORMANCE:
During the year under review, your Company earned a Total Revenue of ?
5062.78 lakhs as against ? 2269.80 lakhs in the previous year. The Profit before Tax was ?
1959.60 lakhs as against ? 2,705.70 lakhs in the previous year. The Net profit of ?
1432.32 lakhs has been carried to the Balance Sheet. Your directors expect a better
performance in the coming years.
4. SHARE CAPITAL:
The Authorized Share Capital is ? 13,00,00,000/- and Paid-Up Share
Capital is ? 12,68,58,198/- of ? 1/- each. There has been no change in the Authorized and
Paid-Up Share Capital of the Company during the year under review.
5. EMPLOYEE STOCK OPTIONS:
The Company has implemented an ESOP scheme called Finkurve ESOP Plan
(Finkurve ESOP 2018) in accordance with Secuities Exchange Board of India (Share Based
Employees Benefits), 2014 for grant of stock options to its eligible employees of the
Company. The Nomination and Remuneration Committee of the Board of Directors of the
Company, inter alia, administers and monitors the Employee Stock Options Scheme of the
Company. During the year under review, the Company has not granted any fresh options under
Employee Stock Options Plan.
The ESOP Schemes are in compliance with the Act and SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 and the disclosures relating to the
ESOP Schemes as required under the abovementioned SEBI Regulations are available on the
Companys website, https://www.arvog.com/investors.html.
6. CHANGE IN THE NATURE OF BUSINESS:
During the year under review, there has been no change in the nature of
business of the Company.
7. NUMBER OF MEETING OF BOARD:
During the year 15 (Fifteen) Board Meetings were held i.e on 05th
April, 2022, 18th April, 2022, 05th May, 2022, 16th May, 2022, 09th May, 2022, 30th May,
2022, 07th June, 2022, 08th August, 2022, 12th August, 2022, 28th September, 2022, 14th
November, 2022, 13th December, 2022, 19th January, 2023, 10th February, 2023, 21st March,
2023.
The particulars of attendance of Directors are as under:
| Sr. Name of Director No. |
Number of Board Meetings attended |
| 1 Mr. Ketan Bhawarlal Kothari |
15 out of 15 |
| 2 Mr. Priyank Rakesh Kothari |
15 out of 15 |
| 3. Mr. Narendra Champalal Jain |
15 out of 15 |
| 4. Mr. Nishant Tolchand Ranka |
15 out of 15 |
| 5. Mrs. Riddhi Kamlesh Tilwani |
15 out of 15 |
| 6. *Mr. Dharmesh Trivedi |
8 out of 8 |
*During the year under review, Mr. Dharmesh Lalitkumar Trivedi (DIN:
03619491) was appointed as Additional Non-Executive, Independent Director of the Company
with effect from 07th June, 2022, further appointed as a Non-Executive, Independent
Director of the Company with effect from 05 th September, 2022.
8. 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:
a) In 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 and 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; and
d) The directors had prepared the annual accounts for the Financial
Year 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.
9. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE
WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT UNDER SECTION 143(12):
During the year under review, the Statutory Auditor and Secretarial
Auditor have not reported any instances of frauds committed in the Company by its Officers
or Employees, to the Audit Committee under Section 143 (12) of the Act, the details of
which need to be mentioned in this report.
10. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER
SECTION 149(6):
Pursuant to the provisions of Section 149 of the Act, the Independent
Directors have submitted declarations that each of them meets the criteria of independence
as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation
16(1)(b) of the SEBI Listing Regulations.
11. PARTICULARS OF EMPLOYEES AND REMUNERATION:
The information required pursuant to Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Companies (Particulars of Employees) Rules, 1975 in respect of employees of the Company
and directors have been appended as "Annexure - I" to this report.
12. EXTRACT OF ANNUAL RETURN
Pursuant to the Section 92(3) of the Companies Act, 2013 extract of the
Annual Return is annexed to this report as "Annexure - II". The Annual Return of
the Company for the financial year 2022-23 as required under Section 92(3) of the
Companies Act, 2013 is available on the website of the Company and can be accessed on the
Companys website https://www.arvog.com/investor/.
13. LOANS, GUARANTEES AND INVESTMENTS:
Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"), disclosure on particulars relating to
loans, advances, guarantees and investments are provided as part of the financial
statements.
14. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
During the year under review, all related party transactions entered
into by the Company, were approved by the Audit Committee and were at arms length
and in the ordinary course of business. Prior omnibus approval is obtained for related
party transactions which are of repetitive nature and entered in the ordinary course of
business and on an arms length basis. The Company did not have any contracts or
arrangements with related parties in terms of Section 188(1) of the Companies Act, 2013.
Accordingly, the disclosure of related party transactions as required
under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for
FY2022-23 and hence does not form part of this report.
Details of related party transactions entered into by the Company, in
terms of Ind AS-24 have been disclosed in the notes to the standalone financial statements
forming part of this Annual Report 2022-23. To identify and monitor significant Related
Party Transactions, the Company has also framed a policy on the Related Party Transactions
and the same is available on the Companys website i.e., www.arvog.com.
15. DIVIDEND:
With a view to conserve the reserves of the Company, your directors are
not recommending any payment on account of dividend.
16. TRANSFER TO RESERVES:
The Board of Directors recommend to transfer 20% of profit to the
reserve fund during the year under review as per Section 45IC of The RBI Act, 1934.
Further, the balance amount of profit for the year under review has been carried forward
to the Statement of Profit and Loss.
17. MATERIAL CHANGES AND COMMITEMENT, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:
No material changes and commitments affecting the financial position of
the Company occurred from the end of the previous financial year till the date of this
report.
18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The Company being engaged in the financial services does not have any
energy utilization or technology absorption. The Company during the year under
consideration has not earned or spent any foreign exchange.
19. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY
The risk management and minimization procedure adopted and followed by
the Company is adequate in relation to the nature and size of the business. The same is
reviewed periodically for improvement.
20. CORPORATE GOVERNANCE:
The Company is adhering to good Corporate Governance practices in every
sphere of its operations. The Company has taken adequate steps to comply with the
applicable provisions of Corporate Governance as stipulated in SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance is
annexed to this report as "Annexure III".
21. AUDITORS:
A. STATUTORY AUDITORS AND AUDITORS REPORT:
Pursuant to the provisions of Section 139 of the Companies Act, 2013
and the Rules made there under, the current Auditors of the Company, M/s. P. D. Saraf
& Co., Chartered Accountants having FRN: 109241W were appointed by the Members at the
36th Annual General Meeting convened on 30th September, 2020, to hold office until the
conclusion of the 41st Annual General Meeting to be held in the year 2025.
STATUTORY AUDITORS QUALIFICATION:
There is no qualification, reservation or adverse remarks made in the
Statutory Auditors Report.
B. INTERNAL AUDIT AND INTERNAL AUDITORS REPORT:
Pursuant to the provisions of Section 138 of the Companies Act, 2013
and the Rules made there under, the current Internal Auditors of the Company, M/s. Aadesh
Shah & Associates, Chartered Accountants having FRN: 138515W were appointed by the
Board in the Meeting held on 30th May, 2022, for the Financial Year 2022-23.
C. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:
Pursuant to provisions of Section 204 of the Companies Act, 2013 read
with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules
2014, your Company engaged the services of Mr. Mayank Arora, proprietor of M/s. Mayank
Arora & Co., Company Secretaries, Mumbai (Membership. No. F10378 and COP No.: 13609)
to conduct the Secretarial Audit of the Company for the Financial year ended 31st
March, 2023.
SECRETARIAL AUDITORS QUALIFICATION:
The qualification in the Secretarial Compliance Report and Secretarial
Audit Report for the year ended 31st March, 2022 and the reply of the Board of
Directors to such qualifications are as under:
| Sr. Qualification/ Observation in the Secretarial No.
Compliance Report and Secretarial Audit Report |
Reply to the qualifications/ observations by the Board |
| 1 The numbers of Directors were less than six from 1st April
2021 till 19th May 2021. The Company was in constant search for the prospective candidate
for the position of Independent Director during such period and the Company was able to
appoint the Director on 19th May, 2021. |
The Board took the note of the same and affirmed that the
qualification/ observation raised in the Secretarial Compliance Report shall be taken care
of in the future. |
| Further, due to the resignation of one of the Independent
Director w.e.f. 09th March 2022, the Board of the Company currently comprises of less than
six Directors and the Company is in process to fill such intermittent vacancy. |
|
| 2. Mr. Rakesh Mehta (Independent Director) resigned w.e.f.
09th March 2022, however, the Company made disclosure to the Stock Exchange on 30th March
2022 after accepting the resignation letter in the Board Meeting held on 30th March, 2022. |
|
The report of the Secretarial Auditor for the Financial Year ended 31st
March, 2022 is appended as "Annexure - IV".
22. ANNUAL EVALUATION OF THE BOARD ON ITS OWN PERFORMANCE AND OF THE
INDIVIDUAL DIRECTORS AND COMMITTEES
On the advice of the Board of Directors, the Nomination and
Remuneration Committee of the Board of Directors of the Company formulated the criteria
for evaluation of the performance of the Board of Directors & its Committees,
Independent Directors, Non-Independent Directors and the Managing Director of the Board.
Based on that, performance evaluation has been undertaken. The Independent Directors of
the Company have also convened a separate meeting for this purpose.
23. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a. During the year under review, Mr. Dharmesh Lalitkumar Trivedi (DIN:
03619491) was appointed as Additional Non-Executive, Independent Director of the Company
with effect from 07th June, 2022 and further appointed as a Non-Executive
Independent Director of the Company in the Annual General Meeting of the Company convened
on 05th September, 2022.
b. In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Priyank Kothari (DIN: 07676104), Director of
the Company who retires by rotation and being eligible, offer himself for re-appointment.
Key Managerial Personnel:
During the year under review, Mr. Amit Shroff (PAN: BKGPS8629N) has
been appointed as a Chief Executive Officer (‘CEO) of the Company on 13th
December, 2022.
Pursuant to the provisions of Section 203 of the Companies Act, 2013,
the Key Managerial Personnel of the company are as follows:
| Sr Name No. |
Designation |
| 1. Mr. Narendra Jain |
Wholetime Director |
| 2. Mr. Amit Shroff |
Chief Executive Officer |
| 3. Mr. Aakash Jain |
Chief Financial Officer |
| 4. Mr. Sunny Parekh |
Company Secretary & Compliance Officer |
24. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS
APPOINTED DURING THE YEAR:
The Board of Directors have evaluated the Independent Directors
appointed during the year 2022-23 and opined that the integrity, expertise and experience
(including proficiency) of the Independent Directors is satisfactory.
25. SUBSIDIARIES, ASSOCIATES & JOINT VENTURES:
The Company does not have any subsidiary, associate or joint venture.
26. PUBLIC DEPOSITS:
The Company has not accepted or renewed any amount falling within the
purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read
with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.
Hence, the requirement for furnishing details of deposits which are not in compliance with
the Chapter V of the Act is not applicable.
27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the
Regulators/Courts/Tribunals which would impact the going concern status of the Company and
its future operations.
28. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Pursuant to the applicability of the Companies (Corporate Social
Responsibility) Rules, 2014, the Board at its meeting held on 15th September, 2020
constituted the Corporate Social Responsibility Committee of the Company. In terms of the
provisions of the Companies Act, 2013, read with the CSR Rules, the Annual Report on CSR
activities under the format prescribed in "Annexure V" of the CSR Rules is
annexed to this Report.
29. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS:
The Company has put in place proper systems and procedures to detect
and protect the Organizational resources both tangible and intangible. The Company has
also put in place the following to ensure the adequacy of internal financial controls.
The Company has appointed Internal Auditors to check the Internal
Controls and also check whether the workflow of the Organization is in accordance with the
approved policies of
Financial Statements, Internal Auditors present to the Audit Committee,
the Internal Audit Report and Management Comments on the Internal Audit observations.
The Directors and Management confirm that the Internal Financial
Controls (IFC) are adequate with respect to the operations of the Company. A report of
Auditors pursuant to Section 143(3)(i) of the Companies Act, 2013 certifying the adequacy
of Internal Financial Controls is annexed with the Auditors Report.
30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to Regulation 34(2) of the SEBI (Listing Obligations and
Disclosures Requirements) (LODR) Regulation, 2015 with the Stock Exchanges, the Management
Discussion & Analysis Report for the year under review is given under a separate
section as "Annexure VI".
31. MAINTENANCE OF COST RECORDS AS MANDATED BY THE CENTRAL GOVERNMENT
Pursuant to the provisions of Section 148(1) of the Companies act, 2013
read with Companies (Cost Records and Audit) Rules, 2014, the Company was required is not
required to maintain cost records.
32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has been employing women employees in various cadres within
the Office premises. The Company has complied with the provisions relating to the
constitution of Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Internal Complaints Committee was re- constituted by the Board of
Directors through its resolution dated 10th February, 2023 as per the following:
| 1. Ms. Bharti Solanki |
- Presiding Officer |
| 2. Ms. Brisa Shah |
- Member |
| 3. Mr. Aakash Nemi chand Jain |
- Member |
| 4. Ms. Saily Ambavkar |
- External Member |
There was no complaint received from any employee during the financial
year 2022-23 and hence no complaint is outstanding as on 31.03.2023 for redressal.
33. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR:
The Company has initiated proceedings against M/s. Rao Edusolutions
Private Limited (CIN: U80301MH2013PTC247740) in the capacity of Financial Creditor before
the Honble National Company Law Tribunal (‘NCLT).
The Honble National Company Law Tribunal (‘NCLT) has
ordered the Commencement of a Corporate Insolvency Resolution Process (‘CIRP)
on July 3, 2023.
34. AUDIT COMMITTEE
The details pertaining to the composition of the Audit Committee are
included in the Corporate Governance Report, which is a part of this report.
35. NOMINATION AND REMUNERATION POLICY:
Pursuant to Section 178 of the Companies Act, 2013 the Board of
Directors of your Company has, on recommendation of the Nomination & Remuneration
Committee, framed and adopted a policy for selection and appointment of Directors, Senior
Management and their remuneration.
36. LISTING FEES:
The Equity Shares of the Company is listed on BSE Limited. The Listing
fees for the Financial Year 2023-24 for BSE Limited has been paid by the Company.
37. ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:
The Whistle Blower Policy is formulated to encourage all employees and
directors of the Company to report any unethical behaviour, actual or suspected fraud or
violation of the Code of the Company and to provide a secure environment to such employees
acting in good faith and safeguarding them from any adverse action by the management. This
policy is in line with the requirements of the Listing Regulations of the Stock Exchange
and the provisions of Sub Section 9 of Section 177 of the Companies Act, 2013 read with
Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 which stipulated
that every listed Company shall establish a "Vigil Mechanism".
38. RISK MANAGEMENT:
Pursuant to Section 134(3)(n) of the Companies Act, 2013 and the
Listing Regulations, the Company has constituted a Risk Management Committee and it has
framed and adopted a policy on Risk Management of the Company, to identify the elements of
risk which may threaten the existence of the Company and possible solutions to mitigate
the risk involved.
At present the Company has not identified any element of risk which may
threaten the existence of the Company.
39. CODE OF CONDUCT:
The Code of Conduct for the directors and Senior Management Personnel
of the Company have been laid by the Board and necessary declaration has been obtained
from them. The Company has adopted amended ‘Code of Conduct (including code of
conduct of Independent Directors) and the terms & conditions for appointment of
Independent Directors of the Company in the meeting of Board of Directors held on 12th
November, 2014.
A declaration signed by the Executive Director of the Company to this
effect is contained at the end of this report. The said Code is posted on the website of
the Company i.e. www.arvog.com.
40. AUCTIONS HELD DURING THE YEAR:
During the Financial Year under review, the Company had auctions. The
details of auctions required to be furnished in the Annual Report of the Company as per
Master Direction - NonBanking Financial Company - Non-Systemically Important Non-Deposit
taking Company (Reserve Bank) Directions, 2016 issued by the Reserve Bank of India (RBI)
are stated under:
| Date of Auction |
Number of loan accounts |
Outstanding amounts (in INR) |
Value fetched |
Whether any of its sister concerns
participated in the auction |
| 04-Jul-22 |
1 |
14,622 |
16,700 |
No |
| 05-Jul-22 |
2 |
341,513 |
350,000 |
No |
| 02-Aug-22 |
3 |
370,208 |
388,310 |
No |
| 09-Aug-22 |
2 |
165,319 |
182,700 |
No |
| 21-Sep-22 |
1 |
219,939 |
225,000 |
No |
| 13-Dec-22 |
4 |
204,268 |
234,274 |
No |
| 18-Jan-23 |
10 |
2,108,994 |
2,388,335 |
No |
| 16-Feb-23 |
7 |
302,420 |
335,962 |
No |
| 21-Feb-23 |
1 |
195,164 |
216,537 |
No |
| 24-Feb-23 |
1 |
22,345 |
24,720 |
No |
| 27-Feb-23 |
2 |
44,803 |
41,454 |
No |
| 28-Feb-23 |
1 |
12,949 |
14,420 |
No |
| 01-Mar-23 |
1 |
14,323 |
15,000 |
No |
| 10-Mar-23 |
6 |
675,464 |
769,721 |
Yes |
| 14-Mar-23 |
1 |
67,126 |
77,765 |
No |
| 24-Mar-23 |
8 |
178,552 |
235,912 |
Yes |
|
51 |
49,38,010 |
55,16,809 |
|
41. SECRETARIAL STANDARDS
The Company complies with all applicable Secretarial Standards issued
by the Institute of Company Secretaries of India.
42. COMMITTEES OF THE BOARD
As on March 31, 2023, the Board had Seven committees:
The Audit Committee, The Corporate Social Responsibility Committee, The
Nomination and Remuneration Committee, The Risk Management Committee, The Stakeholders
Relationship Committee, The Internal Compliant Committee and The Asset- Liability
Committee (‘ALCO).
The Board, at its meeting held on 10th February, 2023, constituted
Asset- Liability Committee (‘ALCO).
During the year, all recommendations made by the committees were
approved by the Board.
A detailed note on the composition of the Board and its committees is
provided in the Corporate Governance report.
43. BUSINESS RESPONSIBILITY REPORT:
Pursuant to Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as amended from time to time, top 1000 Listed
entities in terms of market capitalization are required to furnish a Business
Responsibility Report in the Annual Report. The Company is not required to furnish
Business Responsibility Report since the Company does not form a part of top 1000 Listed
entities in terms of market capitalization for the Financial Year under review.
44. CREDIT RATING:
During the year under review, the Credit Rating agencies have
reaffirmed/ assigned the below credit ratings:
| Rating Agency |
Instrumen t Type |
Size of Issues (? Crore) |
Rating/Outloo k (September 16, 2022) |
Rating/Outloo k (April 25, 2023) |
Rating Action |
| Infomerics Valuation and Rating Private Limited
("INFOMERICS" ) |
Long term Bank Facilities- NCD |
7.50 |
IVR BBB-/ Stable (IVR Triple B Minus with Stable Outlook) |
IVR BBB/Stable (IVR Triple B with Stable Outlook) |
Revise d |
| Infomerics Valuation and Rating Private Limited
("INFOMERICS" ) |
Short term Bank Facilities - Overdraft |
17.00 (Reduced from Rs. 17.50 Crore) |
IVR A3 (IVR A Three) |
IVR A3+ (IVR A Three Plus) |
Revise d |
| Infomerics Valuation and Rating Private Limited
("INFOMERICS" ) |
Long Term/ Short Term Bank Facilities - Proposed facility |
75.50 (Increase d from Rs. 25 Crore) |
IVR BBB-/ Stable; IVR A3 (IVR Triple B Minus with Stable
Outlook; IVR A Three) |
IVR BBB/ Stable; IVR A3+ (IVR Triple B with Stable Outlook;
IVR A Three Plus) |
Revise d |
The above ratings indicate a very strong degree of safety regarding
timely servicing of financial obligations.
45. OTHER DISCLOSURES:
(i) Compliance:
The Company had uploaded the Financial Results on BSE Listing Center
within stipulated timeline as per Companies- SOP. However, it was later observed that the
page containing the Consolidated Cash Flow statement in the Financial Statements of the
Company uploaded on the BSE Listing Center was erroneously missed. In order to correct the
flaw, the Company chose to upload amended Financial Statement for the quarter and Year
ended 31st March, 2022 with the inclusion of the Consolidated Cash Flow Statements. In
addition to that, the Company has paid the fine of Rs. 5,900/- in response to the
correspondence it received from the BSE Listing Centre.
(ii) Whistle Blower Policy:
In line with the best Corporate Governance practices, the Company has
in place a system through which the directors and employees may report concerns about
unethical behaviour, actual or suspected fraud or violation of the Companys Code of
Conduct & Ethics without fear of reprisal. The employees and directors may report to
the Compliance Officer and have direct access to the Chairman of the Audit Committee. The
Whistle-Blower Policy is placed on the website of the Company.
(iii) Prevention of Insider Trading Code:
As per SEBI (Prevention of Insider Trading) Regulation, 1992, as
amended, the Company has adopted a Code of Conduct for Prevention of Insider Trading. All
the directors, employees at senior management and other employees who could have access to
the unpublished price sensitive information of the Company are governed by this code. The
trading window is closed during the time of declaration of results and occurrence of any
material events as per the Code. The Compliance Officer is responsible for setting forth
procedures and implementation of the code for trading in Company securities. During the
year under review there has been due compliance with the said code.
(iv) Material Subsidiary Policy:
The Company has framed policy for determining "Material
Subsidiaries" to ensure that Board of Directors has overall supervision of
functioning of subsidiaries of the Company and to provide the governance framework for
such subsidiaries. The policy has been uploaded on the website of the Company i.e.
www.arvog.com/reports-policies/.
(v) CEO/ CFO Certification:
The certificate certifying that the financial statements do not contain
any materially untrue statement and these statements represent a true and fair view of the
Companys affairs is annexed and forms part of the Annual Report.
46. ACKNOWLEDGEMENT:
Your Company and its Directors wish to extend their sincerest thanks
for the co-operation received from shareholders, bankers and other business constituent
during the year under review. Your directors also wish to place on record their deep sense
of appreciation for the commitment displayed by all employees of the Company.
|
For and on behalf of the Board of Directors |
|
Sd/- |
|
Ketan Kothari |
| Place: Mumbai |
Chairman |
| Date: 30th August, 2023 |
DIN:00230725 |
+91-9892691696
