Dear Shareholders,
Your Directors have pleasure in presenting 30th Annual Report of Richfield
Financial Services Limited along with audited financial statements for the year ended
March, 2022.
1.FINANCIAL RESULTS:
The Companys Financial results for the period under review are as follows:
| PARTICULARS |
2021-22 (Rs. In Lakhs) |
2020-21 (Rs. In Lakhs) |
| Revenue from operations |
4,303 |
10,695 |
| Other Income |
107 |
22 |
| Total Income |
4,410 |
10,717 |
| Total expenses |
2,826 |
5,573 |
| Profit/(Loss) before tax |
1,584 |
5,144 |
| Exceptional Item |
- |
- |
| Tax Expenses: |
|
|
| Current Tax |
214 |
264 |
| Deferred Tax |
- |
(525) |
| Profit / (Loss) carried to Balance sheet |
1,370 |
4,355 |
2. BUSINESS PERFORMANCE:
During the year under review, the Company has made profit of Rs 1,370 lakhs against
4,355 lakhs profit in the previous financial year. There is no change in the nature of
business of the Company.
3. SHARE CAPITAL:
The Paid-up Equity Share Capital as on March 31, 2022 was Rs. 3,75,01,000.
4.DIVIDEND:
The Board of Directors wish to conserve the profit for future development and expansion
and hence have not recommended any dividend for the financial year 2021-22.
5.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
There have been no loan, guarantees and investment given or made by the Company under
Section 186 of the Companies Act, 2013 during the financial year 2021-22.
6.TRANSFER OF PROFIT TO RESERVES:
During the year your Company has made a profit of Rs. 1,370 Lakhs. However, Company
does not recommend to transfer any amount to reserves.
22
7. LISTING OF SHARES:
The Shares of the Company are listed in the Bombay Stock Exchange and Calcutta Stock
Exchange. However, Company has made on application for delisting in Calcutta Stock
Exchange.
8.SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES COMPANIES:
The Company does not have any Subsidiaries, Associates and Joint Venture Companies.
9.DIRECTORS RESPONSIBILITIES STATEMENT:
Pursuant to the requirement of Section 134 (5) of the Act, the Directors hereby
confirm:
1. That in the Preparation of Final Accounts, the applicable Accounting Standards has
been followed along with proper explanation relating to material departures;
2. That they had selected such Accounting Policies and applied them consistently and
made judgements 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 or loss of the Company for that period.
3. That they had taken proper and sufficient care for the maintenance of adequacy
Accounting Records in accordance with the provisions of the Act, for safeguarding the
Assets of the Company and for preventing and detecting fraud and other irregularities;
4. That they had prepared the Annual Accounts on a Going Concern basis.
5. That they laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and operating properly; and
6. That they have devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
10.DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Vadasseril Chacko Georgekutty, Managing Director retire by rotation and being
eligible, offers himself for re-appointment. During the financial year under review, the
following changes occurred in the Board of Directors and Key Managerial Personnel:-
1. Mr. Sikar Chand Choradia (DIN: 01483314) has resigned from the post of Independent
Director of the Company with effect from 11th October, 2021.
2. Mr. Rajni Kankaria (DIN: 00097998) has resigned from the post of Non-Executive
Director of the Company with effect from 11th October, 2021.
3. Mrs. Priyanka Kalra, Company Secretary was appointed as Company Secretary in the
place of Mr. Soumitra Ghosh with effect from 1st November, 2021.
4. Mr. Rishab Kankaria (DIN:05325575) has resigned from the post of Managing Director
of the Company with effect from 11th October, 2021.
5. Mrs. Neethu Subramoniyan (DIN: 08788544) was appointed as an additional
(Independent) Director of the Company on 11th October, 2021, however, the same
has been put up for members approval in Annual General Meeting via Item No. 4
6. Mrs. Indu Kamala Ravindran (DIN: 09252600) was appointed as an additional
(Independent) director of the Company on 11th October, 2021, however the same
has been put up for members approval in Annual General Meeting via Item No. 5
7. Mr. Midhun Ittoop (DIN: 07006994) was appointed as an additional director of the
Company on 17th March, 2022, however, the same has been put up for member
approval in Annual General Meeting via Item No.6
23
8. Mr. Varghese Mathew (DIN: 08001027) was appointed as an additional director of the
Company on 17th March, 2022, however, the same has been put up for member
approval in Annual General Meeting via Item No.7.
9. Mr. Jai Narayan Gupta (DIN: 00570313), resigned from the post of Directors with
effect from 30.12.2021 10. Mr. Vishnu Sivan appointed as Chief Financial Officer with
effect from 1st
November 2021.
11. Mr. Siddharth Banthia Chief Financial Officer resigned the office with effect from
30th October 2021.
11. BOARD COMPOSITION:
The Board well constituted with composition of One Executive and 2 Independent Director
and 2 Non-Executive Directors.
| Category |
Name of the Director |
| Executive Director |
Vadasseril Chacko Georgekutty |
| Independent Director |
Neethu Subramoniyan and Indu Kamala |
|
Ravindran |
| Non-Executive Director |
Midhun Ittoop and Varghese Mathew |
| Key Managerial Personnel: |
|
| The Key Managerial Personnel of the Company are as under: |
| Vadasseril Chacko Georgekutty |
Managing Director |
| Priyanka Kalra |
Company Secretary |
| Vishnu Sivan |
Chief Financial Officer |
12.NUMBER OF MEETINGS OF THE BOARD:
9 (Nine) Meetings of the Board of Directors of the Company were held during the year
2021-22 which were 24th June, 2021, 5th July, 2021, 13th
August, 2021, 11th October, 2021, 30th October, 2021, 1st
November, 2021, 2nd December, 2021 and 14th February, 2022.
13.NUMBER OF COMMITTEE MEETINGS:
There were 4 Audit Committee meetings, 4 Nomination and Remuneration Committee meeting
and 3 Stakeholders Relationship Committee held during the year 2021-22.
14.BOARD EVALUATION:
Pursuant to the provisions of Companies Act, 2013 and of the Listing Agreement, the
Board has carried out annual performance evaluation of its own performance, the directors
individually as well the evaluation of the working of its Audit, Nomination &
Remuneration and Stakeholder Relationship Committee. The Manner in which the evaluation
has been carried out is explained below.
A) Evaluation Of Executive Directors at Independent Directors Meeting:
During the year under review, the Independent Directors met on 14th February, 2022,
inter alia to: i. Review the performance of Non Independent directors and the Board as a
whole. ii. Review the performance of the Chairperson of the Company, taking into account
the views of executive directors and non-executive directors. iii. Assess the quality,
quantity and timeliness of flow of information between the
Company management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.
B) EVALUATION OF INDEPENDENT DIRECTORS BY DIRECTOR MEETING:
During the year under review, the Directors (other than Independent Directors) met on
14th February, 2022 inter alia to: i. Review the performance of Independent
Directors of the Company, taking into account the views of Executive Directors. ii. Access
the quality, quantity and timeliness of flow of information between the
Company Management and the Board that is necessary for the Board to effectively and
reasonably perform their duties. The above policies are available in the website of the
Company www.rfsl.co.in.
14.INDEPENDENT DIRECTORS DECLARATION:
All Independent Directors have given declarations that they meet the criteria of
independent as laid down under Section 149 of the Companies Act, 2013 and Securities
Exchange Board of India (Listing Obligations and Disclosures Requirements) regulations,
2015 in respect of financial year ended 31st March, 2022, which has been relied
on by the Company and placed at the Board Meeting.
15.POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
Directors appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided
under the
Companies Act, 2013 are covered under the Boards policy formulated by the Company and
is available on the Company website www.rfsl.co.in.
16. BOARD DIVERSITY:
Since the Company falls under the exempted category as provided under Regulation 15 of
Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements)
Regulations, 2015 disclosure on Board Diversity is not applicable.
17. WHISTLE BLOWER POLICY /VIGIL MECHANISM:
Pursuant to Section 177 (9) of the Companies Act, 2013 read with Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 34 (3), 18 (3) and
46 of SEBI (LODR) Regulations, 2015, the Board of Directors had approved the policy on
Vigil Mechanism, Whistle Blower and the same was hosted on the website of the Company. The
Policy inter alia provides to direct access to the Chairman of the Audit Committee. Your
Company hereby affirms that no director/employee has been access to the Chairman of the
Audit Committee and that no complaints were received during the year.
18. INTERNAL CONTROL AND THEIR ADEQUACY:
The Company has formulated a framework on Internal Financial Controls in accordance
with Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014, the Company has adequate
internal control systems to monitor business process, financial reporting and compliance
with applicable regulations and they are operating effectively. The Systems are
periodically reviewed by the Audit Committee of the Board for identification of
deficiencies and necessary time bound actions are taken to improve efficiency at all the
levels. The Committee also reviewed the observations forming part of internal auditors
report, key issues and areas of improvement, significant process and accounting policies.
19.INTERNAL AUDITORS:
Mr. Ajith Kurian Paul, Chartered Accountants, are the internal auditors. The Audit
Committee determines the scope of Internal Audit in line with regulatory and business
requirements. The former Internal Auditor of the Company, Mrs. Shradha Jhawar resigned
with effect from 30th October 2021.
20. REPORTING OF FRAUDS BY AUDITORS:
During the year under review, neither the Statutory Auditors 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 Boards Report.
21. COMMITTEES OF BOARD:
With a view to have more focused attention on various business aspects and better
accountability, the Board has constituted the following Committees
: ? Audit Committee
? Nomination and Remuneration Committee
? Stakeholders Relationship Committee.
? Risk Management Committee
The Board Committees meet at regular intervals; take necessary steps to perform their
duties entrusted by the Board. The details pertaining to the composition of the various
Committees is also available on the Companys website www.rfsl.co.in.
22.CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:
The Board of Directors has adopted a policy and procedure on Code of Conduct for the
Board Members and employees of the Company in accordance with the SEBI (Prohibition of
Insider Trading) Regulations, 2015. This code helps the Company to maintain standard of
Business Ethics and ensure compliance with the legal requirements of Company. The Code is
aimed at preventing any wrong doing and promoting ethical conduct at the Board and by
employees. The compliance officer is responsible to ensure adherence to the Code by all
concerned.
The Code lays down the standard of conduct which is expected to be followed by the
Directors and the designated employees in their business dealings and in particular on
matters relating to integrity in the work place, in business practices and in dealing with
stakeholders. All the Board Members and the Senior Management Personnel have confirmed
compliance with the Code.
23. AUDITORS:
STATUTORY AUDITORS
The Audit committee of the company has proposed and the Board has recommended the
appointment of M/S. John Moris & Co, Chartered Accountant (Firm Registration Number:
007220S) as statutory auditor of the company. M/S. John Moris & Co will hold office
for a period of five consecutive years from the conclusion of the 30th Annual
General Meeting of the company till the conclusion of the 34th Annual General
Meeting to be held in 2027.
COMMENT ON STATUTORY AUDITORS REPORT:
There are no qualifications, reservations, remarks or disclaimers made by M/s. John
Moris & Co Statutory Auditor, in their audit report.
SECRETARIAL AUDITOR:
Pursuant to the requirements of Section 204 (1) of the Companies Act, 2013 and Rule 9
of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mrs.
Lakshmmi Subramanian of M/s. Lakshmmi Subramanian & Associates, Practising Company
Secretaries (Membership No.3534 CP:1087) was appointed to conduct secretarial audit for
the financial year 2021-2022. The Secretarial Audit Report as received from the
Secretarial Auditor is annexed to this report as Annexure I.
Qualification in Secretarial Audit Report:
There are no material qualifications in the Secretarial Report except for few
observations in the Secretarial Audit report and the same has been taken on record for due
action.
COST AUDITOR:
Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with
Companies (Cost Records and Audit) Amendment rules, 2014 the Company does not fall under
the purview of Cost Audit.
24. RISK MANAGEMENT POLICY:
The risk management is overseen by the Audit Committee of the Company on a continuous
basis. Major risks, if any, identified by the by the business and functions are
systematically addressed through mitigating action on a continuous basis. The risk
management policy is available in the Company website www.rfsl.co.in.
25.PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
During the financial year 2021-22, the Company had not entered into any material
transactions with related parties under Section 188 of the Companies Act, 2013. However,
the policy on Related Party Transaction is available on the Companys website
www.rfsl.co.in.
26.CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your Company is not having profits more than Rs.5 Crores in year 2020-21 or net worth
more than Rs.500 Crores or turnover of more than Rs. 1000 Crores in the previous financial
year and therefore Constituting of a CSR Committee and its Compliance in accordance with
the provisions of Section 135 of the Companies Act, does not arise.
27. EXTRACT OF ANNUAL RETURN:
The Submission of Extract of Annual Return in MGT-9 is dispensed with in terms of
Companies (Management and Administration) Amendment rules, 2021 dated 5th March, 2021.
Hence, the question of attaching MGT-9 with this report does not arise. However, the
Annual return can be viewed in the website of the company www.rfsl.co.in.
28.PARTICULARS OF EMPLOYEES:
There are no employees falling within the provisions of Section 197 of the Companies
Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
29.SECRETARIAL STANDARDS:
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and is of the view that such systems are adequate and operating effectively.
30. BOARD POLICIES:
The Company has the following policies which are applicable as per the Companies Act,
2013 and SEBI (LODR) Regulations, 2015 which are placed on the website of the Company
www.rfsl.co.in.
Code of Conduct for Directors and Senior Management
Policy of Directors Appointment and Remuneration Nomination and Remuneration Policy
Policy on Related Party Transactions
Policy on Sexual Harassment of woman at work place (Prevention, prohibition and
redressal) Act, 2013. Since your Companys Paid-up Capital and Net worth is less than Rs.
10 Crores and Rs. 25 Crores respectively, the provisions of SEBI (LODR) Regulations, 2015
relating to corporate governance is not applicable.
31. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT PLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:
The Company has in place Prevention of sexual harassment policy in line with the
requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013. All employees (Permanent, contractual, temporary, trainees) are
covered under this policy. The said policy is placed in the website of the Company viz
www.rfsl.co.in. The Company has constituted Internal Complaint Committee as per the
aforesaid Act.
Your directors state that during the year under review, observed that there were no
case filed pursuant to the Sexual Harassment of the woman at the workplace (Prevention,
Prohibition and Redressal) Act, 2013.
32. DEPOSITS:
Your Company has not accepted any deposits from the public during the year under review
and there are no outstanding deposits as on 31st March, 2022.
33.THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The Provisions of Section 134 (3) (m) of Companies Act, 2013, regarding conservation of
energy and technology absorption are not applicable.
34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which would
impact the going concern status of the Company and its future operations.
35. MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF REPORT:
There are no material changes and commitments occurred between the end of the financial
year of the company to which the financial statements relate and the date of the report,
affecting the financial position of the company except the following:
1. The erstwhile promoters of the company has sold their shares in open offer.
2. The Board of Directors of the company has approved for Voluntary Delisting of the
Shares from Calcutta Stock exchange of the company in their Board meeting held on 13th
April 2022.
3. The Board of directors has approved the proposal for change in name of the company
to KIM Investa Limited or such other name as available. However, name change approval is
in process.
36.CORPORATE GOVERNANCE REPORT
Since your Companys paid-up Equity Capital, and Net worth is less than Rs. 10 Crores
and Rs. 25 Crores respectively, the provisions of SEBI (LODR), 2015 relating to Corporate
Governance, is not applicable to the Company.
37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to Regulation 34(2) (e) of SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015, a report on Management Discussion and Analysis is
herewith annexed as Annexure-II.
38. COMPLIANCE WITH RBI PRUDENTIAL NORMS:
The Company has complied with the prudential norms on income recognition, accounting
standards, assets clarification, provisioning for bad and doubtful debts as applicable to
it in terms of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies
Prudential Norms (Reserve Bank) Directions, 2007 for the year ended on 31st
March, 2022.
39. DISCLOSURE REQUIREMENTS:
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of
India and is of the view that such systems are adequate and operating effectively.
40. APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 DURING THE YEAR:
There were no applications made nor any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the year.
41. MAJOR THINGS HAPPENED DURING THE YEAR WHICH MADE THE IMPACT ON THE OVERALL WORKINGS
OF THE COMPANY & THE MAJOR ACTIONS TAKEN BY THE COMPANY IN THAT RESPECT, SUCH AS
COVID-19 PANDEMIC:
Nil
42. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:
During the year under review there was no instance of one-time settlement with any Bank
or Financial Institution.
43. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT:
Training on all sectors is given to its employees periodically and motivated to work in
line with the development of the industry. The willingness and commitment of the employees
help the company to stand tall among its customer in quality and service.
44. THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE
EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR AND PERCENTAGE INCREASE IN REMUNERATION OF
EACH DIRECTOR AND KMP: (Rs. In lakhs)
| S.No. Name |
Designation |
Remuneration for FY 2021-22 |
Remuneration for FY 2020-21 |
Increase in Remuneration |
Ratio/times per median of employee remuneration |
| 1. Priyanka |
Company |
- |
- |
- |
1: 02.2 |
| Kalra |
Secretary |
|
|
|
|
|
(Appointed |
|
|
|
|
|
on |
|
|
|
|
|
01.11.2021) |
|
|
|
|
41. ACKNOWLEDGEMENT:
Your directors wish to place on record their appreciation of the Contributions made by
employees at all levels, towards the continued growth and prosperity of your Company.
Directors also take this opportunity to convey theirs thanks to all the valued
shareholders of the Company and to the Bakers for their valuable services.
42. CAUTIONARY STATEMENT:
The statements contained in the Boards Report and Management Discussion and Analysis
Report contain certain statements relating to the future and therefore are forward looking
within the meaning of applicable securities, laws and regulations. Various factors such as
economic conditions, changes in government regulations, tax regime, other statues, market
forces and other associated and incidental factors may however, lead to variation in
actual results.
| Place: Kolkata |
By and on behalf of Board of Directors |
| Date: 25.08.2022 |
For Richfield Financial Services Limited |
|
Sd/- |
|
Mr. Vadasseril Chacko Georgekutty |
|
Managing Director |
|
DIN:09194854 |
+91-9892691696
