Qgo Finance Ltd Directors Report.

 

Dear Members,

Your Directors are pleased to present the 28th Annual Report of your Company and the Audited Financial Statements for the year ended 31st March, 2021.

1. Financial Results

The Companys Financial Performance during the year ended 31st March, 2021 as compared to the previous years is summarized as below:

(Amount in "Rs.")

Particulars For the Financial year ended For the Financial year ended
31st March, 2021 31st March, 2020
Revenue from Operation 5,20,20,984 3,58,17,385
Other Income 1,05,255 2,36,032
Total Revenue 5,21,26,239 3,60,53,417
Less: Expenses 4,04,49,583 2,66,76,639
Less: Amount transferred to 23,96,792 19,09,747
NBFC Reserve Fund
Profit/ (Loss) before tax 92,79,864 74,67,031
Less: Tax Expenses 28,60,228 16,42,864
Profit after Tax 64,19,637 58,24,167

2. Review of Operations

During the year under review, the Company has reported a Turnover of Rs. 5,20,20,984/- against the previous years Turnover of Rs. 3,58,17,385/-, which constitutes growth of 45% in turnover whereas the Profit before Tax is Rs. 92,79,864 /- for the year under review as compared to a profit of Rs. 74,67,031 /- for the previous year.

There were no changes in the nature of the Business of the Company during the year under review.

3. Transfer to Reserves

The Company has not transferred any amount to the General Reserve. However, the entire profit amount has been retained by the Company in their Profit and Loss Account, except for Rs. 23,96,792 /- which was transferred to the "NBFC Reserve Fund" maintained by the Company as per RBI Guidelines.

4. Dividend

The Directors have decided not to declare any Dividend. Even though the Company has seen growth this year, the Directors are of the opinion that the entire profit of Rs. 64,19,637 be transferred to the Reserves keeping in mind the current economic scenario. All the Directors have decided to preserve the profits so that they can be utilized in the Companys need of hour.

5. Report on performance of Subsidiaries, Associates and Joint Venture Companies

During the year under review, your Company did not have any Subsidiary, Associate and Joint Venture Company.

6. 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 of furnishing details relating to Deposits covered under Chapter V of the Act or the details of Deposits which are not in compliance with the Chapter V of the Act is not applicable.

7. Particular of Contracts or Arrangement with Related Parties

All Transactions/Contracts/Arrangements entered into by the Company with Related Party (ies) as provided under the provisions of Section 2(76) of the Companies Act, 2013, during the Financial Year under review were in ordinary course of business and on an Arms Length Basis. Further, none of these Contracts / Arrangements / Transactions with Related Parties could be considered material in nature as per the thresholds given in Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 and hence no disclosure is required to be given in this regard. The details are disclosed in Form AOC-2 which is annexed as "Annexure-I" to this report.

8. Disclosure of Related Party Transaction with Person or Entity belonging to Promoter & Promoter Group The details of Related Party Transaction(s) entered by the Company with persons & entity belonging to the Promoter or Promoter Group holding 10% or more shareholding of the Company are described in detail in the Financial Statements of the Company.

9. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo etc. are furnished in "Annexure -II" which forms part of this Report.

10. Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Annual Return for the Financial year ended 31st March, 2021 is prepared as per the provisions of Section 92(3) of the Act, and Rule 12 of Companies (Management and Administration) Rules, 2014. The Company is required to host a copy of annual return on the website, if any of the Company and a web link of the same to be given in the Directors Report and same has been placed on the below mentioned web-address:- http://www.qgofinance.com/annual-reports-returns/

11. Particulars of Investments, Loans, Guarantees and Securities

Pursuant to Section 186 of the Companies Act, 2013, all the Companies have to disclose the particulars of investment made by them during the year. However, a Non-Banking Financial Company has been exempted from this provision. The brief particulars can be found in Note no: 4 of the Balance sheet.

12. Disclosures under Section 134(3)(l) of the Companies Act, 2013

Except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Companys financial position have occurred between the end of the Financial year of the Company on the date of this Report.

13. Disclosure of Internal Financial Controls

The Internal Financial Controls with reference to Financial Statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observations have been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

14. Change in Key Managerial Personnel and Directors

Board of Directors:

During the year under review no changes has been occurred to the Board of the Company.

Key managerial Personnel:

During the year under review, Ms. Nimisha Kasat, Company Secretary & Compliance officer of the Company had resigned from her post with effect from 03rd October 2020. With the recommendation of the Nomination & Remuneration Committee and approval of the Board, Ms. Urmi Joiser was appointment as the Company secretary & compliance officer in her place with effect from 03rd October, 2021.

There was no other change on the Board or in the KMP

15. Retirement by Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Seema Pathak (DIN: 01764469), Non-Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers herself for re-appointment. The said Director is not disqualified from being re-appointed as a Director of a Company as per the disclosure received from him pursuant to Section 164(2) of the Companies Act, 2013.

16. Declaration by Independent Directors

During the Financial year under review, Declarations were received from all the Independent Directors of the Company stating that they satisfy the "criteria of Independence" as defined under Regulation 16(b) & 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the provisions of Section 149(6) of the Companies Act, 2013, any other applicable Schedules and Rules framed there-under.

Pursuant to the amendment in the Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors are required to pass the online proficiency self-assessment test within a period of 2 years of inclusion of their name in the databank and the status as mentioned aforesaid is as follows:

Sr. No. Name of Director Status of online proficiency self- assessment test
1 Rear Admiral Vineet Bakhshi Passed
(Retired)
2 Mr. Virendra Narayanlal Jain Passed

17. Management Discussion & Analysis Report

Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis report is annexed hereto and marked as "Annexure VI".

18. Report on Corporate Governance

The compliance of Corporate Governance provisions specified in Regulation 17 to 27 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 is not applicable to the Company in the light of the provisions of Regulation 15 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015.

However, following the Good Corporate Governance principles and the highest Standards of Accountability, Transparency and Disclosure and keeping in line with Companies Philosophy of Integrated reporting, the Company has taken efforts to comply with Corporate Governance reporting requirements on a Voluntary basis. The detailed report on Corporate Governance also forms part of this Annual Report as "Annexure VII".

19. Number of Board Meetings

According to Section 173(1) of the Companies Act, the Board is required to hold a minimum of four Meetings throughout the year with a gap of not more than one-hundred twenty days between two meetings. The Directors have met 7 (seven) times during this year. The details of Board Meetings and Directors who have attended these Meetings has been disclosed in detail in the Corporate Governance Report.

The Company has complied with the applicable Secretarial Standards in respect of all the above- mentioned Board meetings. All the meetings were convened in compliance with the Secretarial Standards - I issued by the Institute of the Company Secretaries of India.

20. Committees

The provisions of the Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosures Requirements), Regulation, 2015 have prescribed and mandated forming of Committees of the Board for efficient working and effective delegation of work and to ensure transparency in the practices of the Company. Accordingly, the Committees formed by the Board are as follows:

A. Audit Committee:

Pursuant to Section 177 of the Companies Act, the Board has formed an Audit Committee. The details of which have been disclosed in the Corporate Governance Report.

The Board of Directors of the Company had accepted all the recommendations of the Committee.

B. Nomination and Remuneration Committee:

The Company pursuant to Section 178(1) of the Companies Act, 2013 has formed the Nomination and Remuneration Committee. The details are disclosed in the Corporate Governance Report. The Nomination and Remuneration Policy adopted by the Board forms a part of the Annual Report as ‘Annexure-III. The policy is available on the following web-link: http://www.qgofinance.com/corporate-governance/

C. Stakeholders Relationship Committee:

The Board has in accordance with the provisions of Section 178(5) of the Companies Act, 2013 constituted Stakeholder Relationship Committee. The details of which have been disclosed in detail in the Corporate Governance report.

D. Administration Committee:

The Administration Committee was voluntarily formed by the Company for looking after the administration and day-to-day operations of the Company. The further details are disclosed in the Corporate Governance Report.

E. Risk Management Committee:

According to the Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements), 2015, a Risk Management Committee is to be formed by the top 500 listed Companies based on market capitalization. However, QGO Finance Limited does not fall under the threshold. But the Board has opted mandatorily to form the Committee in order to cover the short-comings and secure the position of the Company. The details of the Committee are disclosed in the Corporate Governance report.

21. Vigil mechanism

The Board of Directors of the Company, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed a "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism to ensure adequate safeguards to Employees and Directors from any victimization on raising of concerns of any violations of Legal or Regulatory requirements, incorrect or misrepresentation of any Financial Statements, Reports, etc. The Employees of the Company have the right/option to report their concerns/grievances to the Chairperson of the Board of Directors.

http://www.qgofinance.com/corporate-governance/

22. Risk Management Policy

The Board of Directors of the Company have designed a Risk Management Policy to avoid events, situations or circumstances which may lead to negative consequences on the Companys Businesses, and define a structured approach to manage uncertainty and to make use of these in their decision-making pertaining to all Business divisions and Corporate actions. Key business risks and their mitigation are considered in the Annual/Strategic Business Plans and in the periodic Management Reviews.

23. Corporate Social Responsibility Policy

The provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable on the Company.

24. Annual evaluation of Directors, Committees and the Board

Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), 2015, the Board has carried out Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder Relationship Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of the Executive Director. The same was discussed in the Board meeting held subsequently to the meeting of the Independent Directors, at which the performance of the Board, its Committees and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

25. Auditors and Reports

A. Statutory Auditors Report

The Observations / Qualifications / Disclaimers made by the Statutory Auditors in their Report for the Financial year ended 31st March, 2021 read with the Explanatory notes therein are self- explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013

B. Secretarial Audit Report for the year ended 31st March, 2021

M/s. Makarand M. Joshi & Company, Practicing Company Secretaries have been appointed as the Secretarial Auditors of the Company. The Secretarial Audit Report in Form MR-3 is appended as "Annexure- IV" of this Report.

Further, there are no qualifications made by the Secretarial Auditor

C. Statutory Auditor

M/s. Subramaniam Bengali and Associates, Chartered Accountants have been appointed as the Statutory Auditors of the Company by the shareholders of the Company in the previous Annual General Meeting for a term of 5 years ending on 2023-24.

D. Internal Auditor

Pursuant to Section 138 of the Companies Act, 2013, the Company has appointed M/s. KARM & Co. as the Internal Auditor of the Company.

E. Maintenance of Cost Records

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost records and Audit) Rules, 2014 as amended from time to time, the Company is not required to maintain Cost Records under said rules.

F. Reporting of frauds by Statutory Auditors

There were no incidences of material frauds by the Company or on the Company by its officers or employees.

26.Disclosure of Orders passed by Regulators or Courts or Tribunal

No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status of the Company or its operations in future

27. Directors Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, in relation to the Audited Financial Statements of the Company for the year ended 31st March, 2021, the Board of Directors hereby confirms that:

a) in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures; b) such Accounting Policies have been selected and applied consistently and the Directors 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 31st March, 2021 and of the profit/loss of the Company for that year; c) proper and sufficient care was taken 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; d) the Annual Accounts of the Company have been prepared on a Going Concern basis; e) Internal Financial Controls were followed and such Internal Financial Controls were adequate and are operating effectively. f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

28. Disclosure under Section 43(A)(Ii) of the Companies Act, 2013

The Company has not issued any shares with Differential Rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

29. Disclosure under Section 54(1)(D) of the Companies Act, 2013

The Company has not issued any Sweat Equity Shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

30. Disclosure under Section 62(1)(B) of the Companies Act, 2013

The Company has not issued any Equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

31. Disclosure under Section 67(3) of the Companies Act, 2013

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

32. Sexual Harassment at Workplace

The Company is committed to create and maintain an atmosphere in which employees can work together without fear of sexual harassment and exploitation. Every employee is made aware that the Company is strongly opposed to sexual harassment and that such behavior is prohibited both by law and the Company. During the year under review, the Company has not crossed the stipulated 10 Employees threshold in the establishment. Hence, the Company is not required to form an Internal Complaints Committee as required by the Act.

A. Disclosure regarding Internal Complaints Committee

The Company is not required to constitute an Internal Complaints Committee as mentioned under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

33. Disclosure under Section 197(12) of the Companies Act, 2013 and other Disclosures as per Rule

5 of Companies (Appointment & Remuneration) Rules, 2014

The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have been marked as "Annexure-V"

Appreciation

Your Directors take this opportunity to thank the Customers, Shareholders, Suppliers, Bankers, Business Partners/Associates, Financial Institutions and Central and State Governments and all other Stakeholders for their consistent support and encouragement to the Company.

For and on behalf of Board of Qgo Finance Limited

 

Sd/-

Rear Admiral Vineet Bakhshi (Retired)

Chairman and Independent Director

DIN: 02960365

Address: 137, Shakti Nagar, Dadabari,

Kota 324009 Rajasthan,

India