<dhhead>DIRECTORS REPORT</dhhead>
To,
The Shareholders,
The Directors have pleasure in presenting 39th Annual Report of your
Company with the Audited Financial Statements of the Company for the Financial Year ended
March 31, 2023.
FINANCIAL RESULTS
Particulars |
F.Y. 2022-23 |
F.Y. 2021-22 |
| Revenue From Operations |
277.50 |
219.53 |
| Other operation Income |
7.13 |
20.43 |
| Impairment Profit |
- |
- |
| Total Revenue from operation |
284.63 |
239.96 |
| Other Income |
0.07 |
7.54 |
| Total Revenue |
284.70 |
247.50 |
| Less: Total Expenses before Depreciation, Finance Cost &
Tax |
175.95 |
203.36 |
| Operating Profits before Depreciation, Finance Cost & Tax |
108.75 |
44.13 |
| Less: Depreciation |
0.66 |
0.77 |
| Finance cost |
33.33 |
2.86 |
| Profit/(Loss) Before Tax |
74.76 |
40.51 |
| Less: Current Tax |
18.67 |
10.21 |
| Less: Deferred Tax Liability (Assets) |
(0.01) |
(0.02) |
| Profit/(Loss) after Tax |
56.11 |
30.31 |
YEAR AT GLANCE Financial Performance
During the financial year 2022-23, the Company has earned total income
of Rs. 284.70 Lakhs from business activities as compared to Rs.239.96 Lakhs in previous
year. The total revenue of the company is increased by 18.64%
The total Profit before tax for the financial year 2022-23 stood at Rs.
74.76 Lakhs and the total net profit after tax for the financial year 2021-22 stood at Rs.
56.11 Lakhs.
Dividend
To conserve resources for future prospect and growth of the Company,
your Directors regret to declare Dividend for the Financial Year 2022-23 (Previous year -
Nil).
Dividend Distribution Policy
Dividend Distribution Policy in terms of regulation 43A of the SEBI
(Listing Obligations and Disclosures Requirements), Regulations, 2015 is available on the
website of the Company www.karnavatifinancelimited.com/investors
Preservation of Documents and Archival Policy
The Company has adopted a Preservation of Documents and Archival Policy
for preservation of documents as defined under Regulation 9 of the SEBI Regulations. The
said policy is available on the website of the Company
www.karnavatifinancelimited.com/investors
Net Profit Transfer to Reserves
The Company has transferred Rs.11,22,128 to Statutory Reserve Fund in
terms of Section 45-1C of the Reserve Bank of India Act, 1934.
Change in Nature of Business
During the year, your Company has not changed its business or object
and continues to be in the same line of business as per main object of the Company.
Share Capital
During the year under review, the company has not issued any shares
including equity shares, shares with differential voting rights, stock options, sweat
equity etc. The company has not bought back any equity shares during the year 2022-23. The
paid-up share capital of the company as on March 31, 2023 was Rs. 10.05 crores.During the
year under review, the Company has done sub- division/split of equity shares having face
value Rs. 10/- each in to Rs. 1/- each.
Dematerialization of Shares
The Company has entered into Tripartite Agreement with the
depositories, National Securities Depository Limited (NSDL) and Central Depository Service
(India) Limited (CDSL) for providing Demat facility to its Shareholders. For this purpose,
the company has appointed Satellite Corporate Services Private Limited, as its registrar
and Share Transfer Agent.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Constitution of Board
The Constitution of the Board of Directors and other disclosure of the
Board of Directors are given in the Corporate Governance Report.
Board Meeting
Regular meetings of the Board are held at least once in quarter,
inter-alia, to review the quarterly results of the Company. Additional Board meetings are
convened, as and when required, to discuss and decide on various business policies,
strategies and other businesses. The Board meetings are generally held at corporate office
of the Company.
During the year under review, Board of Directors of the Company met 8
(Eight) times viz., May 29, 2022, June 17, 2022, August
09.2022, September 09, 2022, November 11, 2022, January 01,2023,
February 14, 2023 and March 27, 2023 respectively.
The details of attendance of each Director at the Board Meeting and
Annual General Meeting are given in the Corporate Governance Report.
Independent Directors
In terms of Section 149 of the Companies Act, 2013 and rules made there
under and Listing Regulations, the Company has three Non-Promoter Independent Directors
during the FY 2022-23. In the opinion of the Board of Directors, all three Independent
Directors of the Company meet all the criteria mandated by Section 149 of the Companies
Act, 2013 and rules made there under and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and they are Independent of
Management.
A separate meeting of Independent Directors was held on March 27, 2023
to review the performance of Non-Independent Directors and Board as whole and performance
of Chairperson of the Company including assessment of quality, quantity and timeliness of
flow of information between Company management and Board that is necessary for the board
of directors to effectively and reasonably perform their duties.
The terms and conditions of appointment of Independent Directors and
Code for Independent Director are incorporated on the website of the Company at
www.karnavatifinancelimited.com. Details of Familiarization Program of Independent
Directors of the Company are available on the website of the Company at
www.karnavatifinancelimited.com.
The Company has received a declaration from the Independent Directors
of the Company under Section 149(7) of Companies Act, 2013 and 16(1)(b) of Listing
Regulations confirming that they meet criteria of Independence as per relevant provisions
of Companies Act, 2013 for financial year 2022-23. The Board of Directors of the Company
has taken on record the said declarations and confirmation as submitted by the Independent
Directors after undertaking due assessment of the veracity of the same. In the opinion of
the Board, they fulfill the conditions as Independent Directors and are independent of the
Management. Further, all the Independent Directors have registered themselves with
Independent Directors’ Data Bank.
Please note that during the year, Ms. Vinita Parekh, Independent
Directors of the company has resigned from her office w.e.f March 06, 2023.
Cessation of directorship
During the year under review, Ms.Vinita Parekh, Independent Director of
the company has resigned from her office w.e.f March
06.2023. Further, the Board placed on record its appreciation for the
valuable contribution and services rendered by her during tenure as Independent Director
of the Company.
The relevant details, as required under Regulation 36 (3) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations") and Secretarial Standards-2
issued by ICSI, of the person seeking appointment/re-appointment as Directors are annexed
to the Notice convening the thirty-nineth annual general meeting
Key Managerial Personnel
In accordance with section 203 of Companies Act, 2013, the Company has
already appointed Mr. Jay Morzaria as Managing Director, Mr. Khush Morzaria as Chief
Financial Officer, Mr. Raman Morzaria as Whole - time Director and Ms. Akansha Rai as
Company Secretary and Compliance Officer of the Company. Further, there was no change in
Key Managerial Personnel during the Financial Year 2022-23.
Information on Directors
Change in Boards composition
Retirement by rotation and subsequent re - appointment
Further, during the Financial Year 2023-24, Mr. Raman Morzaria (DIN:
00203310), Chairman and Managing Director of the Company, who retires by rotation and were
re - appointed in the Annual General Meeting held on September 01, 2023
In accordance with the provisions of the Articles of Association and
Section 152 of the Companies Act, 2013, Mr. Raman Morzaria, Managing Director (DIN:
00203310) of the Company retires by rotation at the ensuing annual general meeting. He,
being eligible, has offered himself for re-appointment as such and seeks re-appointment.
The Board of Directors recommends his appointment on the Board.
Regularization of Directors
Mr. Ashish Batavia, who has appointed as Additional Non-executive
directors of the company with w.e.f June 05, 2023, board of directors had proposed here
regularization of directorship in AGM held on September 01, 2023,
Re-appointment of Independent Directors
Mr. Parth Maniar and Mrs Birmda Bilimoria’s first term of five
year as Independent Directors in company will end in ensuing 39th AGM, after
considering their value and expertise, board of directors had recommended their
reappointment in AGM held on September 01, 2023.
Performance Evaluation
The Board of Directors has carried out an annual evaluation of its own
performance, board committees and individual directors pursuant to the provisions of the
Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 in the following manners;
• The performance of the board was evaluated by the board, after
seeking inputs from all the directors, on the basis of the criteria such as the board
composition and structure, effectiveness of board processes, information and functioning
etc.
• The performance of the committees was evaluated by the board
after seeking inputs from the committee members on the basis of the criteria such as the
composition of committees, effectiveness of committee meetings, etc.
• The board and the nomination and remuneration committee reviewed
the performance of the individual directors on the basis of the criteria such as the
contribution of the individual director to the board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc.
• In addition, the chairman was also evaluated on the key aspects
of his role.Separate meeting of independent directors was held to evaluate the performance
of non-independent directors, performance of the board as a whole and performance of the
chairman, taking into account the views of executive directors and non-executive
directors. Performance evaluation of independent directors was done by the entire board,
excluding the independent director being evaluated.
Director’s Responsibility Statement
Pursuant to section 134(5) of the Companies Act, 2013, the board of
directors, to the best of their knowledge and ability, confirm that:
a) In preparation of annual accounts for the year ended March 31, 2023,
the applicable accounting standards have been followed and that no material departures
have been made from the same;
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 of the Company for that year;
c) The Directors had 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;
d) The Directors had prepared the annual accounts for the year ended
March 31, 2023 on going concern basis.
e) The Directors had laid down the 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.
COMMITTEES OF BOARD
The Board of Directors, in line with the requirement of the act and
Listing Regulations, has formed various committees, details of which are given hereunder.
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder’s Grievance & Relationship Committee
The composition of each of the above Committees, their respective role
and responsibility are detailed in the Report of Corporate Governance annexed to this
Report.
Audit Committee
The Company has formed audit committee in line with the provisions of
Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
As of March 31, 2023, the Audit Committee comprised Mr. Parth
Chandreshbhai Maniar (Non-Executive Independent Director) as Chairperson and Mrs. Birmda
Minoobhai Bilimoria (Non-Executive Independent Director) and Mr. Jay Ramanbhai Morzaria
(Executive Director) as Members. Details on dates of meetings and attendance of Members
are detailed in the Report of Corporate Governance annexed to this Report.
Recommendations of Audit Committee, wherever/whenever given, have been
accepted by the Board of Directors.
Vigil Mechanism
The Company has established a vigil mechanism and accordingly framed a
Whistle Blower Policy. The policy enables the employees to report to the management
instances of unethical behavior, actual or suspected fraud or violation of Company’s
Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle
Blower to report genuine concerns or grievances and provide for adequate safe guards
against victimization of the Whistle Blower who avails of such mechanism and also provides
for direct access to the Chairman of the Audit Committee, in exceptional cases. The
functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None
of the Whistle blowers has been denied access to the Audit Committee of the Board. The
Whistle Blower Policy of the Company is available on the website of the Company at
www.karnavatifinancelimited.com/investors/
Nomination and Remuneration Policy
Nomination and Remuneration Policy in the Company is designed to create
a high performance culture. It enables the Company to attract motivated and retained
manpower in competitive market, and to harmonize the aspirations of human resources
consistent with the goals of the Company. The Company pays remuneration by way of salary,
benefits, perquisites and allowances to its Executive Directors and Key Managerial
Personnel. Annual increments are decided by the Nomination and Remuneration Committee
within the salary scale approved by the members and are effective from April 1, of each
year.
The Nomination and Remuneration Policy, as adopted by the Board of
Directors, is placed on the website of the Company at
www.karnavatifinancelimited.com/investors/ and is annexed to this Report as Annexure - A.
Remuneration of Directors
The details of remuneration/sitting fees paid during the financial year
2022-23 to Executive Directors/Directors of the Company is provided in Annual Return
www.karnavatifinancelimited.com/investors/ and Report on Corporate Governance which are
the part of this report.
During the year under review, the non-executive directors of the
company had no pecuniary relationship or transaction with the company.
DEPOSITS
The company being Non-Deposit accepting Non-Banking Finance Company has
not accepted any deposits from the public. Hence, the directives issued by the Reserve
Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any
other relevant provisions of the Act and the Rules there under are not applicable.
Moreover, the Company is not holding any Deposit as at the financial year ended on March
31,2023.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY
All transactions to be entered by the Company with related parties will
be in the ordinary course of business and on an arm’s length basis. The detail of
transaction entered with related parties are mentioned in Note no. 26 in Notes forming
part of the financial statements.
Further, there were no related party transactions with the
Company’s Promoters, Directors, Management or their relatives, which could have had a
potential conflict with the interests of the Company.
Members may refer to the notes to the accounts for details of related
party transactions entered as per Indian Accounting Standard - 24. The Board of Directors
of the Company has on the recommendation of the Audit Committee, adopted a policy to
regulate transactions between the Company and its Related Parties, in compliance with the
applicable provisions of the Companies Act 2013, the Rules thereunder and the SEBI LODR
Regulations.
The Policy on Materiality of and dealing with Related Party
Transactions as approved by the Board is uploaded on the Company’s website and can be
accessed at the Web-link: www.karnavatifinancelimited.com/investors/
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS & OUTGO
A. Conservation of energy -
i. ) The steps taken or impact on conservation of energy:
Company’s operation does not consume significant amount of
energy.
ii. ) The steps taken by the Company for utilizing alternate sources of
energy: Not applicable in view of comments in
Clause (i)
iii. ) The capital investment on energy conservation equipment: Not
applicable in view of comments in Clause (i)
B. Technology absorption -
i. ) The effort made towards technology absorption: Not Applicable
ii. ) The benefit derived like product improvement, cost reduction,
product development or import substitution:
Not Applicable
iii. ) in case of imported technology (imported during the last three
years reckoned from the beginning of the financial year) -
a. The details of technology imported: Nil.
b. The year of import: Not Applicable.
c. Whether the technology has been fully absorbed: Not Applicable.
d. If not fully absorbed, areas where absorption has not taken place,
and the reasons thereof: Not Applicable.
iv.) The expenditure incurred on Research and Development: Nil
C. Foreign Exchange Earnings & Expenditure:
i ) Details of Foreign Exchange Earnings: Nil
ii ) Details of Foreign Exchange Expenditure: Nil
ANNUAL RETURN
The Annual Return of the Company as on 31st March 2023 shall be
available on the website of the Company at www.karnavatifinancelimited.com
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees, Investments and Security covered under
the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statement.
PARTICULARS OF EMPLOYEES
The ratio of the remuneration of each whole-time director to the median
of employees’ remuneration as per Section 197(12) of the Companies Act, 2013, read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is annexed to this Report as Annexure - B.
The statement containing top ten employees in terms of remuneration
drawn and the particulars of employees as required under Section 197(12) of the Act read
with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is provided in a separate annexure forming part of this report. Further, the
report and the accounts are being sent to members excluding this annexure. In terms of
Section 136 of the Act, the said annexure will be available for inspection in electronic
form. Any shareholder interested in obtaining a copy of the same may write to Company
Secretary.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
During the year under review, the company has appointed M/s. Suresh
Tejwani & Co, as an Internal Auditor to look after the internal financial control and
their adequacy.
The details on Internal Financial Control and their adequacy are
provided in Management Discussion and Analysis Report forming part of Annual Report
2022-23.
MATERIAL CHANGES AND COMMITMENT
There are no material changes or commitments affecting the financial
position of the Company during the financial year 2022-23.
DISCLOSURE UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013.
To foster a positive workplace environment, free from harassment of any
nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework,
through which we address complaints of sexual harassment at all workplaces of the Company.
Our policy assures discretion and guarantees non-retaliation to complainants. We follow a
gender-neutral approach in handling complaints of sexual harassment and we are compliant
with the law of the land where we operate. The Company has setup an Internal Complaints
Committee (ICC) for redressal of Complaints.
During the financial year 2022-23, the Company has received Nil
complaints on sexual harassment, out of which Nil complaints have been disposed of and Nil
complaints remained pending as of March 31,2023.
NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.
There is no subsidiary, joint venture or associate company as on March
31,2023 and hence the same is not applicable to the company. RISK MANAGEMENT POLICY
A well-defined risk management mechanism covering the risk mapping and
trend analysis, risk exposure, potential impact and risk mitigation process is in place.
The objective of the mechanism is to minimize the impact of risks identified and taking
advance actions to mitigate it. The mechanism works on the principles of probability of
occurrence and impact, if triggered. A detailed exercise is being carried out to identify,
evaluate, monitor and manage both business and non- business risks.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors and designated
employees of the Company and the same is hosted on the website of the company i.e.
www.karnavatifinancelimited.com/investors/
The Code requires pre-clearance for dealing in the Company’s
shares and prohibits the purchase or sale of Company shares by the Directors and the
designated employees while in possession of unpublished price sensitive information in
relation to the Company and during the period when the Trading Window is closed. All the
Board of Directors and designated employees have confirmed compliance with the Code.
CORPORATE GOVERNANCE
Your Company strives to incorporate the appropriate standards for
corporate governance. As stipulated in Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Report on Corporate Governance and Certificate
of the Practicing Company Secretary with regards to compliance with the conditions of
Corporate Governance is annexed to the Board’s Report as Annexure - C.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as
stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is presented in a separate section forming part of this Annual Report.
MAINTENANCE OF COST RECORDS
Since the company is not falling under prescribed class of Companies,
our Company is not required to maintain cost record. STATUTORY AUDITORS AND THEIR REPORT
In terms of provisions of section 139 of the companies act, 2013 and
companies (Audit and Auditors) Rules, 2014, M/s. D G M S & Co., Chartered Accountants
(formerly known as M/s. Doshi Maru & Associates) were appointed as a statutory auditor
of the company in 34th AGM for a period of 5 years till the conclusion of 39th
AGM of the company. However, in terms of provisions of companies Act (Amendments), 2017,
the requirement for ratification of the auditors at every annual general meeting has been
dispensed with. The notes on financial statement referred to in the Auditor’s Report
are self-explanatory and do not call for any further comments. Further the Auditor’s
Report does not contain any qualification, reservation or adverse remark that requires
clarification or justification.
Reporting of frauds by auditors
During the year under review, neither the statutory auditor nor the
secretarial auditor has reported to the audit committee, under section 143 (12) of the
Companies Act, 2013 any instances of fraud committed against the company by its officers
or employees, the details of which would need to be mentioned in the Board’s Report.
SECRETARIAL AUDITOR AND THEIR REPORT
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. KJB & CO LLP, Practicing Company Secretaries, Mumbai to carry out the
Secretarial Audit for the financial year ended on March 31,2023. Secretarial Audit Report
is annexed to the Board’s Report as Annexure - D.
Further, as per Regulation 24A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and necessary amendments thereto, every listed
entity and it’s material unlisted subsidiaries incorporated in India is required to
submit Annual Secretarial Compliance Report to the concern stock exchange within 60 days
from the closure of respective financial year regarding the status of compliances done by
the listed entity as prescribed under SEBI (LODR) Regulations, 2015.
For, compliance of Regulation 24A of SEBI (LODR) Regulations, 2015, the
company has appointed M/s. KJB & CO LLP, Practicing Company Secretaries, for the
purpose of availing Annual Secretarial Compliance Report and submitted the same with BSE
Limited.
Reply to the Qualification / Observation by secretarial auditor
1. Pursuant to regulation 17(1)(b) of LODR regulations, during the
Period under review Ms. Vinita Parekh an Independent Director has been resigned w.e.f
March 6, 2023. Further being Executive Director as Chairman of the Company, at least half
of the board of directors of the listed entity shall consist of independent directors. As
on March 31, 2023 the Company has 5 Director including 2 Independent. However, the Company
has appointed Mr. Ashish Batavia as non-executive - non independent Director cum
Chairperson with effect from 5 th June 2023.
Reply: The Company is in process to fill vacancy within time period of
3 months in ensuing Board Meeting.
2. Pursuant to regulation 27(2) LODR regulations The Company has
submitted corporate governance compliance report for the Quarter ended March 2022 as on
May 25, 2022 and Stock Exchange has imposed fine as per SEBI circular no.
SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020 of Rs. 80,240 and the same is paid by
the Company.
Reply: The Company was in non-compliance of regulation 27(2) of SEBI
(Listing Obligations and Disclosures Requirement) Regulation, 2015 ("SEBI LODR")
for non-submission of the corporate governance compliance report within the period
provided under the said regulation
3. Pursuant to Regulation 29(2)/29(3) of LODR regulations the Company
has given intimation as on August 04, 2022 for the meeting of Board of Directors held as
on August 09, 2022 to inter alia consider and approve unaudited financial for the quarter
ended June 2022 and Stock Exchange has imposed fine as per SEBI circular no.
SEBI/Ho/cFD/CMD/CIR/P/2020/12 dated January 22, 2020 of Rs. 11,800 and the same is paid by
the Company.
Reply: The Company has given delayed intimation as on August 04, 2022
for the meeting of Board of Directors held as on August 09, 2022 to inter alia consider
and approve unaudited financial for the quarter ended June 2022. And paid fine of Rs.
11,800.
4. Pursuant to Regulation 34(1)(a), 36(2) of LODR regulations The
Company has disseminated the notice of the AGM (September 30, 2022) and Annual Report on
the website of the stock exchange as on September 9, 2022 in compliance with the statutory
requirements which are publicly available to the all stakeholders However, due to some
pending formalities and confirmations between the management and NSDL the same was not
released to the members on the same day and the same was delivered as on September 14,
2022.
Reply: The Company has disseminated the notice of the AGM (September
30, 2022) and Annual Report on the website of the stock exchange as on September 9, 2022
in compliance with the statutory requirements which are publicly available to the all
stakeholders However, due to some pending formalities and confirmations between the
management and NSDL the same was not released to the members on the same day and the same
was delivered as on September 14, 2022.
5. Pursuant to Regulation 46 of LODR regulations the Company has not
disseminated information as required under Regulation 46. details of familiarization
programmes imparted to independent directors, Shareholding Patterns, Financial, notices of
meeting of the board of directors where financial results shall be discussed, financial
results, on conclusion of the meeting of the board of directors where the financial
results were approved, complete copy of the annual report including balance sheet, profit
and loss account, directors report, corporate governance report etc;, Newspaper
advertisement of Financial Results, Notices given to shareholders by advertisements,
Notices of AGM/EGM, Annual Secretarial Compliance Report, all such events or information
which has been disclosed to stock exchange(s) under regulation 30 of Sebi (LODR) 2015,
disclosure of contact details of key managerial personnel who are authorized for the
purpose of determining materiality of an event or information and for the purpose of
making disclosures to stock exchange(s) as required under sub-regulation (5) of regulation
30 of Sebi (LODR) 2015, Annul Return under section 92 of Companies Act 2013, updated
composition of various committees of board of directors, the email address for grievance
redressal and other relevant details, contact information of the designated officials of
the listed entity who are responsible for assisting and handling investor grievances etc.
Reply: The Company has not disseminated information as required under
Regulation 46. As the same is pending due to technical issue and will get it resolved.
6. Pursuant to Regulation 3(2B), 3(5) and 3(6) of PIT Regulations, the
Company was not upgraded to a System Driven Disclosure system during the period under
review. and we were unable to express our opinion in respect of compliance of Reg. 3(2B)
of PIT Regulations in the course of audit as we did not find any instance of notice given
by the Company to any person to maintain confidentiality with whom any unpublished price
sensitive information pursuant to ‘legitimate purpose’ if any shared by the
Company. Except dissemination of window closer on Stock Exchange. However, the Company has
started to maintain Structured Digital Database upon purchase of software "THE PIT
Archive" on June 30, 2023.
Reply: The Company is in process of evaluation of suitable software and
purchased software as on 30th June 2023 and updated SDD database accordinly
SECRETARIAL STANDARD
The company complies with all applicable mandatory secretarial
standards issued by the Institute of Company Secretaries of India. DEPOSITS
The Company being a Non-Banking Financial Company has not accepted any
deposits during the year under review.
GENERAL DISCLOSURE
Your Directors state that the Company has made disclosures in this
report for the items prescribed in section 134(3) of the Act and Rule 8 of the Companies
(Accounts) Rules, 2014 to the extent the transactions took place on those items during the
year.
Your Directors further 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. Details of Annual Report on Corporate Social Responsibility as
Company is not falling within the criteria as prescribed u/s 135 of the Companies Act,
2013
2. Issue of Equity Shares with differential rights as to dividend,
voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme and ESOS.
4. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company’s operations in
future.
APPRECIATIONS AND ACKNOWLEDGEMENT
Your Directors take this opportunity to place on record the valuable
co-operation and support extended by the banks, government, business associates and the
shareholders for their continued confidence reposed in the Company and look forward to
having the same support in all future endeavors.
Registered Office: |
For and on behalf of Board of Directors |
| Vraj Group, 2nd Floor, Simran Centre, Mogra
Village 30H Parsi Panchayat Road,Andheri East, Mumbai-400053, Maharashtra. |
Karnavati Finance Limited |
| Sd/- |
Sd/- |
| Jay Ramanbhai Morzaria |
Raman Pragjibhai Morzaria |
| Managing Director |
Whole-Time Director |
| DIN: 02338864 |
DIN: 00203310 |
| Place: Mumbai |
|
| Date: |
|
+91-9892691696
