To the Members,
Your Directors are pleased to present the 25th Annual Report
along with Audited Financial Statements of the Company for the financial year ended 31st
March 2023.
FINANCIAL RESULTS
The highlights of the financial results are as under:
|
Year ended 31.03.2023 |
Year ended 31.03.2022 |
| Total Income |
276.24 |
206.61 |
| Profit before Tax |
215.07 |
146.27 |
| Less: Provision for Tax |
55.00 |
36.95 |
| Profit after Tax |
158.95 |
109.32 |
| Balance brought forward from previous year |
1627.93 |
1625.41 |
| Profit available for appropriation |
1786.88 |
1734.73 |
| Appropriations |
|
|
| - Statutory Reserves |
31.80 |
21.87 |
| - Transfer to General Reserve |
10.00 |
10.00 |
| - Surplus carried to Balance sheet |
1820.01 |
1702.86 |
|
1861.8 |
1734.73 |
DIVIDEND
With a view to conserve resources for future business operations of the
Company, your Directors do not recommend any dividend for the year under review.
CHANGE IN NATURE OF BUSINESS
There is no change in nature of business of the Company.
TRANSFER TO RESERVES
The Company proposes to transfer Rs. 10 lakhs to the General Reserve
out of the amount available for appropriations. RESULTS OF OPERATIONS
Total income of the Company during the year was Rs. 276.24 lakhs as
against Rs. 206.61 lakhs in the previous year. Profit before tax during the year was Rs.
215.07 lakhs as against Rs. 146.27 lakhs in the previous year. Profit after tax was Rs.
158.95 lakhs as against Rs. 109.32 lakhs in the previous year.
SUBSIDIARY COMPANY
The Company has no subsidiary as on 31st March, 2023.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mrs. Shruti Raghav Jindal, Director of the Company, retires by rotation
at the ensuing Annual General Meeting and being eligible, offers herself for
reappointment.
All Independent Directors of the Company have given declaration that
they meet the criteria of independence as laid down under Section 149(6) of the Companies
Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
Pursuant to the provisions of Section 203 of the Companies Act, 2013,
the Key Managerial Personnel of the Company as on 31st March, 2023 were Mrs. Shruti Raghav
Jindal, Whole-time Director, Mr. Rajender Singh, Chief Financial Officer and Mr. Ayush
Goel as Company Secretary (since resigned on 9th June 2023).
BOARD MEETINGS
During the year, 5 (Five) Board meetings were held. Details whereof are
given in the Corporate Governance Report, which forms part of this report.
BOARD EVALUATION
The Board of Directors has carried out the Annual performance
evaluation of its own, Board Committees and individual Directors pursuant to the
provisions of the Companies Act, 2013 and the Corporate Governance requirements as
prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The performance of the Board was evaluated by the Board, after seeking
inputs from all Directors on the basis of the criteria such as Board composition and
structures, effectiveness of Board processes, information and functioning etc.
Performance of the Committees was evaluated by the Board after seeking
inputs from the Committee members on the basis of the criteria such as composition of
Committees, effectiveness of Committee meetings etc.
Board and the Nomination and Remuneration Committee reviewed the
performance of the Individual Directors on the basis of criteria such as contribution of
the Individual Director to the Board and Committee meetings.
Also in a separate meeting of Independent Directors, performance of
Non-Independent Directors, performance of the Board as a whole and the chairman were
evaluated, taking into account the views of Executive and Non-Executive Directors.
Performance evaluation of Independent Directors was done by the entire Board, excluding
the Independent Director being evaluated.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
Salient features of Companys policy on appointment and
remuneration of Directors, key managerial personnel and other employees including criteria
for determining qualifications, positive attributes, independence of Directors and other
matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the
Corporate Governance report, which forms part of this Report.
RISK MANAGEMENT
Adequate measures have been adopted by the Company to anticipate, plan
and mitigate the spectrum of risks it faces. The Companys business operations are
exposed to financial risks including Liquidity risk etc.
The Board of the Company has approved the Risk management Policy of the
Company and authorized the Audit Committee to implement and monitor the risk management
plan for the Company and also identify and mitigate the various element of risks, if any,
which in the opinion of the Board may threaten the existence of the Company.
INTERNAL FINANCIAL CONTROLS
As per the provisions of Section 134(5)(e) of the Companies Act, 2013
the Company has in place adequate Internal Financial Controls with reference to Financial
Statements. Audit Committee periodically reviews the adequacy of Internal Financial
Controls.
During the year, such controls were tested and no reportable material
weakness was observed.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 134(5) of the Companies Act, 2013, your
Directors state:
(i) that in the preparation of the Annual Accounts for the year ended
31st March, 2023, the applicable accounting standards had been followed and
there are no material departures;
(ii) that the accounting policies selected and applied are consistent
and the judgments and estimates made 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 financial year and of the
profit of the Company for that period;
(iii) that proper and sufficient care has been 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;
(iv) that the Annual Accounts for the year ended 31st March,
2023 have been prepared on a going concern basis;
(v) that the internal financial controls laid down by the Board and
being followed by the Company are adequate and were operating effectively; and
(vi) that the proper systems, devised by Directors to ensure compliance
with the provisions of all applicable laws, were adequate and operating effectively.
ANNUALRETURN
Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of
the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014,
the Annual Return (Form MGT-7) is available on the Companys website and can be
accessed at https://www.haryanacapfin.com.
AUDIT COMMITTEE
The Audit Committee of the Company consists of Mr. Kamal Kishore
Bhartia, Chairman, Mrs. Shruti Raghav Jindal and Mr. Krishna Kumar Khandelwal, as its
other members. The terms of reference are in conformity with the requirements of Section
177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 including Part C of Schedule II of SEBI (LODR)
Regulations, 2015.
VIGIL MECHANISM
The Company has adopted a Whistle blower policy and has established the
necessary Vigil Mechanism for Directors and employees to report concerns about unethical
behavior, actual or suspected fraud or violation of the Companys Code of conduct.
The said policy has been disclosed on the Companys website under the web link http://www.haryanacapfin.com/VIGILMECHANISM.pdf
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Pursuant to Section 186(11) (b) of the Companies Act, 2013, provisions
of Section 186 are not applicable to any acquisition made by a non-banking financial
company registered under Chapter IIIB of the Reserve Bank of India Act, 1934 and whose
principal business is acquisition of securities (i.e. investment and lending
activities).The Company has not given any guarantee or provided any security.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
During the year, the Company had not entered into any contract/
arrangement/transactions with the related parties as defined under provisions of Section
188 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Thus disclosure in form AOC-2 is not required.
CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Corporate Governance Report along with
Certificate regarding compliance of conditions of Corporate Governance has been annexed as
part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34(2)(e) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. A detailed analysis of your Companys
performance is discussed in the Management Discussion and Analysis Report which forms part
of this Annual Report.
INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has constituted an Internal Complaints Committee under
Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. During the year no complaint was filed before the said Committee.
AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, 2013
and Rules framed thereunder, M/s A M A A & Associates, Chartered Accountants, who were
re-appointed as Statutory Auditors of your Company for the second term of five years from
the conclusion of 22nd Annual General Meeting till conclusion of 27th Annual General
Meeting of the Company. The Audit Report of A M A A & Associates on the Financial
Statements of the Company for FY 2022-23 forms part of the Annual Report. The Report does
not contain any qualification, reservation, adverse remark or disclaimer.
COST RECORDS
The Company is not required to maintain cost records as specified by
the Central Government under Section 148(1) of the Companies Act, 2013.
SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standard i.e SS-1 and
SS-2 relating to ‘Meetings of the Board of Directors and ‘General
Meetings respectively have been duly followed by the Company.
SECRETARIAL AUDIT
The Board has appointed Mr. Rajesh Gupta, Company Secretary to conduct
Secretarial Audit for the financial year ended 31st March, 2023. The
Secretarial Audit Report for the year ended 31st March, 2023 is annexed
herewith as an annexure to this Report. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
PUBLIC DEPOSITS
The Company is an NBFC - ND and has not accepted any deposits during
the year.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
In view of the business activities of the Company, the information
relating 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 are not applicable to the Company.
PARTICULARS OF EMPLOYEES
Particulars of employees, as required under Section 197(12) of the
Companies Act, 2013 (Act) read with Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, forms part of this report.
All Non-Executive Directors are paid by way of sitting fees for each
meeting of the Board of Directors and Audit Committee attended by them.
The particulars of the employees who are covered by the provisions
contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are:
a) Employed throughout the year Nil
b) Employed for part of the year Nil
MATERIAL CHANGES & COMMITMENTS
No material changes and commitments, affecting the financial position
of the Company have occurred after the end of the financial year ended 31st
March, 2023 and till the date of this report.
CORPORATE SOCIAL RESPONSIBILITY
The Company is not falling in the purview of criteria specified in
Section 135(1) of the Companies Act, 2013 and hence the requirements pertaining to Section
135 of the Companies Act, 2013 is not applicable to the company.
OTHER DISCLOSURES
Your Directors state that there being no transactions with respect to
following items during the year under review, no disclosure or reporting is required in
respect of the same:
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 your
Company under any scheme.
3. The Whole-time Director of your Company doesnt receive any
remuneration or commission 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. Buy-back of shares.
6. No application was made or any proceeding is pending under the
Insolvency and Bankruptcy Code, 2016.
7. No settlements have been done with banks or financial institutions.
ACKNOWLEDGEMENT
The Board expresses its grateful appreciation of the assistance and
co-operation received from Central and State Governments, Banks & Financial
Institutions and Shareholders.
Your Directors wish to place on record their deep sense of appreciation
for the devoted contribution made by the employees and associates at all levels.
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