To,
The Members
Hybrid Financial Services Limited
Your Directors present the Thirty Sixth Annual Report with the Audited Statement of
Accounts of the Company for the year ended 31st March 2023.
1. FINANCIAL RESULTS
The Financial Results of the company for the year under review as compared to the
previous year are summarized below for your consideration:
Particulars |
Year Ended 31.03.2023 |
Year Ended 31.03.2022 |
|
(Rs. in Lakhs) |
(Rs. in Lakhs) |
| Gross Income |
153.37 |
218.40 |
| Gross Profit before Depreciation, |
|
|
| Exceptional Item and Income |
|
|
| Tax |
43.27 |
101.44 |
| Depreciation |
1.03 |
1.03 |
| Exceptional Items |
40.00 |
Nil |
| Provision for Tax |
Nil |
Nil |
| Net Profit After Tax |
2.24 |
100.41 |
| Other Comprehensive Income |
0.73 |
0.36 |
Add: Amount brought forward from previous year |
(1,169.31) |
(1,270.08) |
| Provision for Contingencies |
Nil |
Nil |
| Provision for Contingencies |
|
|
| Reversed |
40.00 |
Nil |
| Balance carried forward |
(1,126.34) |
(1,169.31) |
2. OPERATIONS
The Financial Year 2022-2023 has ended with the company earning a profit of Rs.2.24
Lakhs after Tax. The Companys operations are still on very low scale due to the
uncertainties of business environment and inadequate liquidity. The Company does not
anticipate any significant revenue growth from operations in the coming years, till the
resolution of many pending issues. The Company is focussing on developing the activities
of its Broking Subsidiary, as the Stock Markets are showing optimistic outlook. The
Company shall however focus on developing new activities commensurate with its
capabilities.
3. OUTLOOK
The company is trying to undertake new Non - NBFC activities and these activities
earned a net income of Rs. 2.12 Lakhs during the year. Other operations have yielded an
income of Rs 84.00 Lakhs and Rs.30.00 Lakhs as Rent. Companys business is confined to
attending to past issues from its earlier operations and provide support to the
subsidiarys operations. The business outlook of the subsidiary is showing continued
optimism.
4. LITIGATIONS
The Companys appeal in SAT in respect of Payment of Reinstatement fees to BSE did not
meet with success. Also the appeal of Gujarat Government in sales tax in respect of
payment of interest on refund was dismissed by The Supreme Court of India. There are no
further developments in other matters.
5. DIVIDEND
The Board of Directors have approved a Dividend of 1% on Preference Shares amounting to
Rs.2.10 Lakhs as per the terms of the instrument subject to confirmation of members in the
ensuing Annual General Meeting. However, no dividend is recommended on Equity Shares to
conserve resources.
6. ANNUAL RETURN
The Annual Return of the Company as on 31st March, 2023 in accordance with Section
92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, can
be accessed on the Companys website under Financials FY 2022-23 Tab at
www.hybridfinance.co.in
7. BOARD MEETINGS
The details of the Board Meetings held during the Financial Year 2022-2023 have been
furnished under clause I 2(d) of the Corporate Governance Report forming a part of this
Annual Report.
8. OTHER COMMITTEES
The Company has constituted the following Committees sequel to the completion of their
tenure by the existing Independent Directors and Induction of new Independent Directors.
a) Audit Committee:
The Audit Committee of the Company is Constituted in line with the provisions of
section 177 of the Companies Act, 2013 read with Regulation 18 of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015. The
Company has reconstituted the Audit Committee with effect from 25th September 2020. The
members of the Reconstituted Audit Committee are as under as on 31st March 2023:
Name of Member |
Status |
Nature of Directorship |
| Mr. Mahesh S. Makhijani |
Chairman |
Independent Director |
| Mr.Nilay S. Sharma |
Member |
Independent Director |
| Mr. Sameer S. Pimpale * |
Member |
Independent Director |
| Mr. N. R. Divate |
Member |
Whole Time Director |
* Inducted with effect from 1st February 2023
Mr. K. Chandramouli is an Ex-officio Secretary of the Audit Committee.
b) Nomination and Remuneration Committee:
The Company has reconstituted Nomination and Remuneration Committee with effect from
25th September, 2020. Nomination and Remuneration Committee constituted in accordance with
Regulation 19 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The members of the reconstituted Nomination
and Remuneration committee are as under as on 31st March 2022:
Name of Member |
Status |
Nature of Directorship |
| Mr.Nilay S. Sharma |
Chairman |
Independent Director |
| Mr. Sameer S. Pimpale |
Member |
Independent Director |
| Mrs. Megha J. Vazkar |
Member |
Women Director |
c) Stakeholders Relationship Committee:
The Company has reconstituted Stakeholders Relationship Committee with effect from 25th
September 2020 and following are the members in the reconstituted committee as on 31st
March 2023:
Name of Member |
Status |
Nature of Directorship |
| Mr. Sameer S. Pimpale |
Chairman |
Independent Director |
| Mr.Nilay S. Sharma |
Member |
Independent Director |
| Mr. N. R.Divate |
Member |
Whole Time Director |
| Mr. K. Chandramouli |
Member |
Whole Time Director |
d) Risk Management Committee:
The company has reconstituted the Risk Management Committee with effect from 25th
September 2020 and following are the members in the reconstituted committee as on 31st
March 2023:
Name of Member |
Status |
Nature of Directorship |
| Mr. Sameer S. Pimpale |
Chairman |
Independent Director |
| Mr. K. Chandramouli |
Chairman |
Whole Time Director |
| Mr. N. R. Divate |
Member |
Whole Time Director |
9. The details regarding the meetings held during the Financial Year 2022-2023 are
given in the Corporate Governance Report forming a part of this Annual Report.
10. COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS
The Company has complied with the provisions of Secretarial Standard 1 (Board Meetings)
and Secretarial Standards 2 (General Meetings) to the extent as applicable to the Company.
11. BOARD EVALUATION
The Board generally evaluate the overall performance and the evaluation are as under:
(a) As growth opportunities are getting stymied by environmental threats, the
management needs to be in guard to prevent any unforeseen dangers.
(b) The need to preserve the integrity and ethics are more important than any other
business demands.
(c) Long pending issues need to be addressed and resolved at the earliest so that the
future path can be hormonised with greater focus.
12. PARTICULRS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES
The details of Related Parties and the Transaction with them are disclosed as required
by Ind AS - 24 issued by The Institute of Chartered Accountants of India under Note No.
2.18.8 forming part of this Annual Report.
In the opinion of Board there were no "material" transactions that warrant a
disclosure in this report.
Accordingly, particulars of Contracts or Arrangements with related parties referred to
in Section 188(1) in Form AOC-2 does not form a part of this report.
Further the members may note that the Company has not entered into
Contracts/Arrangements/Transactions which are not at arms length basis.
13. PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED
During the year under review, pursuant to the provisions of Section 186 Company has not
granted any Loan or has made any Investment or given any guarantees and Security.
14. TRANSFER TO RESERVES
The Company has not made any transfer to the reserve other than transfer of surplus
earned during the year.
15. LISTING OF SHARES
The Company has paid under protest all the outstanding dues claimed by BSE / NSE / NSDL
/ CDSL under protest as these were the stumbling block in the matter of trading in the
shares of the Company. The Company has successfully pursued the matter of Revocation of
Suspension in Trading of its shares and after making payment of all the outstanding dues
as mentioned above the trading in shares of the Company recommenced in BSE and NSE with
effect from 5th December 2022.
16. MAXIMUS SECURITIES LIMITED (MSL) – SUBSIDIARY
COMPANY
The Subsidiary Company has earned a net profit of Rs. 48.42 Lakhs for the financial
year ended 31st March, 2023. The Subsidiary Company is exploring various options to
improve its earnings in the current financial year.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGOING
The Company is not engaged in manufacturing activities therefore there is no
information to submit in respect of conservation of energy and absorption of technology.
Foreign Exchange Earnings: Nil
Foreign Exchange Outgoings: Nil
18. CONTINGENCY PROVISIONS
The company has provided a Contingency Provision of Rs. 805.35 Lakhs up to 31st March
2023.
19. DIRECTORATE
The present term Mrs. Megha Jatendra Vazkar as Non Executive Woman Director will end in
2023. The Company proposed to re-appoint Mrs. Megha Jatendra Vazkar for the further period
of five consecutive years commencing from ensuing Annual General meeting till the
conclusion of the Annual General Meeting to be held in the year 2028. Members are hereby
requested to consider and approve her reappointment on the terms as per Ordinary
Resolution placed in the Annual General Meeting. Mrs. Megha Jatendra Vazkar is interested
in the said resolution. The Board of Directors also recommend the same.
20. DEPOSITORIES
Effective October 30, 2000, the Equity Shares of your Company have been mandated by
Securities and Exchange Board of India for delivery only in dematerialized form for all
investors.
Your Company has already entered into arrangements with National Securities Depository
Limited (NSDL) and Central Depository Services Limited (CDSL) for custody and
dematerialization of shares in accordance with the Depositories Act, 1996.
21. E-VOTING
In terms of the requirements of Listing, the Company has concluded an Agreement with
Central Depository Services (India) Limited (CDSL) for E-Voting Facility for its
Shareholders.
22. PARTICULARS OF EMPLOYEES
There are no employees who are covered under Section 134(3) of the Companies Act, 2013
read with Companies (Particulars of Employees) Rules 1975.
23. WEBSITE OF THE COMPANY
The Company maintains a website www.hybridfinance.co.in where detailed information of
the Company is provided.
24. WHISTLE BLOWER MECHANISM
The Company has a Whistle Blower Policy in place for vigil mechanism. The said policy
has been implemented keeping in view of the amendments in the Companies Act, 2013 and in
compliance with the Listing Agreement.
25. SEXUAL HARASSEMENT
Your Company and its Subsidiary have Zero Tolerance towards Sexual Harassment and there
were no complaints of any Sexual Harassment during the year under review.
26. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has an adequate internal control system commensurate with the size of the
Company and the nature of its business. The Internal Control System of the Company is
monitored and evaluated by Internal Auditor and his Audit Reports are periodically
reviewed by the Audit Committee of the Board of Directors. The observations and comments
of the Audit Committee are placed before the Board.
27. DIRECTORS RESPONSIBILITY STATEMENT
The financial statements are prepared in accordance with Indian Accounting Standards
(Ind AS) under the historical cost convention on accrual basis except for certain
financial instruments, which are measured at fair values. The Company has adopted all the
Ind AS standards and the adoption was carried out in accordance with applicable transition
guidance.
As required under section 134(3)(c) of the Companies Act, 2013 the Directors hereby
confirm that:
i. in the preparation of the annual accounts for the financial year ended March 31,
2023, the applicable accounting standards had been followed along with proper explanation
relating to material departures;
ii. 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 of the Company for the year;
iii. 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;
iv. the Directors have prepared the Annual Accounts on a going concern basis.
v. 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.
28. CORPORATE GOVERNANCE
Pursuant to the Listing Regulations of Securities and Exchange Board of India (Listing
Obligations and Disclosures Requirements) Regulations, 2015 Management Discussion and
Analysis and Corporate Governance Report are made a part of the Annual Report.
29. AUDIT REOPORTS
The Statutory Auditors have expressed their opinion or observations in the Audit Report
and Management of the Company offers their response on the same:
Opinion / Observations of the Statutory Auditors |
Response of the Management |
Emphasis of Matter We draw attention to Note
2.18.11 of the standalone financial statements, which states that the Company has made
provision towards gratuity on the basis of Gratuity Act instead of Ind AS 19 as |
Disclosure Required under Ind AS-19 of The
Institute of Chartered Accounts of India with regard to Employee Benefit are not given as
the Company has no employees as on 31st March 2023 other than Two Whole Time Directors and
Chief Financial Officer (on deputation). However, |
prescribed by ICAI. "Employee Benefit". Our opinion is not
modified in respect of this matter |
during the year, the Company has provided Gratuity for the two
Whole Time Directors as per the Gratuity Act,1972 |
30. SECRETARIAL AUDITOR
The Board of Directors have appointed Mr. Vijay S. Tiwari, a practising Company
Secretary, as Secretarial Auditor for the Financial Year 2022-2023.
31. AGM BY VIDEO CONFERENCE (VC) / OTHER AUDIO VISUAL
MEANS (OVAM)
In view of the advice given by SEBI and MCA vide their notification the dispatch of
printed copies of the Accounts and Annual Report is not being done. Members have to send
their email id to the Registrar and update their records. Copies of Annual Accounts,
Notice etc will be available in the Exchange Portals and Companys Website
www.hybridfinance.co.in. Shareholders can access the same for further details.
32. CORPORATE SOCIAL RESPOSIBILITY
The said provisions are not applicable to the Company.
33. REGISTRATION UNDER MSME
During the year the Company has got Udyam Registration Certificate dated 25th May,2022
from Ministry of Micro, Small and Medium Enterprises (MSME).
34. ACKNOWLEDGEMENTS
Your Directors wish to thank and place on record their appreciation of the valuable
support given by Companys Customers, Shareholders and Bankers.
|
|
FOR AND ON BEHALF OF THE BOARD |
|
|
K. CHANDRAMOULI |
|
|
Whole Time Director and |
|
|
Company Secretary |
| Place: |
Mumbai |
|
| Date: |
18th May 2023 |
|
+91-9892691696
