[(Under Section 134(3) of the Companies Act, 2013) {Read with Companies (Accounts)
Rules, 2014}]
To,
The Members,
The Board of Directors of Sangam Finserv Limited (“your Company” or “the Company”) is pleased
to present the 40th Annual Report and the Audited Financial Statements of your
Company for the financial year ended 31st March, 2023 (“financial
year under review”).
FINANCIAL HIGHLIGHTS:
The Companys financial performance for the financial year ended 31st March, 2023
a compared to the previous financial year ended 31st March, 2022 is summarized
below:
(Rs. In Lakhs)
Particulars |
For the year ended 31st
March, 2023 |
For the year ended 31st
March, 2022 |
Revenue from Operation |
1649.36 |
1 5 |
Other Income |
1.02 |
0 . |
Total Revenue |
1650.38 |
1 5 |
Profit before Depreciation &
Amortization |
1343.20 |
1 4 |
Expenses, Finance Cost and Tax |
|
|
Less: Depreciation a nd Amortization |
25.07 |
1 0 |
Expenses |
|
|
Finance Cost |
398.57 |
3 8 |
Profit/Loss before Tax |
919.56 |
1 0 |
Less: Provision for Tax: Current |
275.29 |
2 6 |
Years/Earlier Years/Deferred Tax |
|
|
Profit/(Loss) after Tax |
644.27 |
755.45 |
Other Comprehensive Income |
16.93 |
-0.82 |
Total Comprehensive Income |
661.20 |
7 5 |
OPERATIONAL REVIEW:
Your Company is non-deposit taking NBFCs. Some of the key highlights of your Companys performance
during the year under review are:
Revenue:
Companys Revenue from operations as on 31st March, 2023 stand at Rs.
1649.36/- Lakhs against Rs. 1526.64/- Lakhs recorded in the previous year.
Net worth:
The Net Worth of the Company increased to Rs. 11926.44/- Lakhs from Rs. 11265. Lakhs.
Profit before tax:
Profit before taxation is Rs. 919.56/- Lakhs as against Rs. 1024.35/- Lakhs in the last
year.
Net profit after tax:
Net profit after taxation is Rs. 644.27/- Lakhs as against Rs. 755.45/- Lakhs in the
last year.
The Financial Statements of your Company have been prepared in a ccordance Indian
Accounting Standards (Ind-AS) as prescribed under Section 133 of the Companies Act, 2013,
read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies
(Indian Accounting Standards) Amendment Rules, 2016 and Companies Act, 1956 / Companies
Act, 2013, as applicable and Regulation 48 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred
to as ‘SEBI Listing Regulations, 2015). Accounting policies have been consistently applied except where a
newly issued accounting standard, if initially adopted or a revision to an existing
accounting standard requires a change in the accounting policy hitherto in use. Management
evaluates all recently issued or revised accounting standards on an ongoing basis. Your
Company discloses standalone unaudited financial results on a quarterly basis, which are
subjected to limited review, and standalone audited financial results on an annual basis.
DIVIDEND:
Given the growth requirements of the business, your Directors think it prudent to
plough back the profits and therefore do not recommend any dividend on equity shares for
the financial year 2022-2023.
TRANSFER TO RESERVES:
The Company has transferred Rs. 128.85 lakhs to Statutory Reserves for Current year and
Previous Year reserves was Rs. 151.09 lakhs.
SHARE CAPITAL OF THE COMPANY:
The Paid up Equity Share Capital, as at 31 st March, 2023 was Rs.
9,32,25,500/- Share capital comprised of 93,22,550 Equity Shares with a face value Rs.
10/- each. There was no change in equity share capital compared to the previous year.
CHANGES IN THE NATURE OF BUSINESS OF THE COMPANY:
The Company continues to operate in the same business of lending and receiving loans
& advances, there was no change in business activity.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATES
AND THE DATE OF THE REPORT:
There has been no such material changes and/or commitment which could affect the
financial position of the Company which have occurred between the end of the financial
year to which the financial statements relate and the date of the report.
PUBLIC DEPOSITS:
Being a non-deposit taking Company, your Company has not accepted any deposits from the
public / members under Section 73 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014 during the year and within the meaning of the
provisions of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve
Bank) Directions, 2016.
SUBSIDIARIES, HOLDING & ASSOCIATE COMPANIES:
‘Marigold Investrade Private Limited is the Holding
Company and holds 63.08% of the Companys Equity Share Capital as on 31st March, 2023.
During the financial year under review, no new Company became Subsidiary/Joint
Venture/Associate of the Company.
SEGMENT REPORTING:
Based on the risks and returns associated with business operations and in terms of
Accounting Standard-17 (Segment Reporting), the Company is predominantly engaged in a
single reportable segment of ‘Financial Services.
ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the
Annual Return as on the financial year ended March 31, 2023 is placed on the Companys website at
http://www.sftc.co.in/menu.php?cat_id=59
LISTING OF SHARES:
The Shares of the Company are listed on BSE Limited and The Calcutta Stock Exchange
Limited.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declaration from all the Independent Directors of the Company
confirming that they meet the criteria of Independent Director prescribed both under
section 149 (6) of the Companies Act, 2013 and Regulation 16 (1)(b)of SEBI (Listing
obligation and Disclosure Requirement) Regulations, 2015 and confirmation that they have
complied with the Code of Independent Directors prescribed in the Schedule IV of the
Companies Act, 2013. The terms and conditions for the appointment of the Independent
Directors are disclosed on the website of the company.
PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN OR SECURITY PROVIDED:
The Company, being a non-banking finance company registered with the Reserve Bank of
India and engaged in the business of giving loans, is exempt from complying with the
provisions of section 186 of the Companies Act, 2013 in respect of loans and guarantees.
The particulars of loans, guarantees and investments made under provisions of Section
186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are
given under notes to the Financial Statements, which forms part of this Annual Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTS
THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE;:
There are no significant and material orders passed by the Regulators or Courts that
would impact the going status of the Company and its future operations.
DIRECTORS RESPONSIBILITY STATEMENT:
To the best of our knowledge and belief and according to the information and
explanations obtained, Directors make the following statement in terms of Section 134 (3)
(c) of the Companies Act, 2013:
(a) that in the preparation of the Annual Accounts, the applicable accounting standards
had been followed along with proper explanation relating to material departures, if any;
(b) that 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 period;
(c) 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;
(d) the Directors had prepared the annual accounts on a going concern basis;
(e) the Directors, had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively;
(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;
DIRECTORS & KEY MANAGERIAL PERSONNEL:
In accordance with the Articles of Association of the Company and in view of the
provisions of Section 152 of the Companies Act, 2013 read with Companies (Management &
Administration) Rules, 2014, Mr. Suratram Ramjas Dakhera(DIN: 02274186), Director of the
Company retire at the ensuing Annual General Meeting and being eligible offer himself for
re-appointment.
During the year under review, the following are directors or KMPs has been
appointed or resigned during the year:
Ms. Dharmistha Darji : |
Company Secretary (CS) & Chief
Financial Officer (Resigned w.e.f 10th May, 2022) |
Mr. Anurag Soni : |
Non-Executive Non-Independent Director
(Appointed on 9th August 2022) |
Mr. Pushpendra Singh : |
Company Secretary (CS) (Appointed
w.e.f. thOctober 20 2022) |
Mr. Mahesh C. Lakhotiya : |
Non-Executive Director (Resigned w.e.f.
20 th October 2022) |
Mrs. Anjana Soni Thakur : |
Chief Financial Officer (CFO)
(Appointed w.e.f. th 1 4 November 2022) |
Mrs. Anjana Soni Thakur : |
W hole Time Director (WTD) (Resigned
w.e.f. th 1 4 November 2022) |
Mr. Suratram Dakhera : |
Whole Time Director (WTD) (Change in
Designation from Non-Executive Director to Whole Time Director w.e.f. 14th
November 2022) |
Mrs. Krippie Soni : |
Non-Executive Non Independent W omen
Director (Appointed on 14th November 2022) |
FORMAL EVALUATION OF THE PERFORMACE OF THE BOARD, COMMITTEES OF THE BOARD AND
INDIVIDUAL DIRECTORS:
Pursuant to the provisions of Section 134(3)(p) the Companies Act, 2013 the Board has
carried out the annual performance evaluation of its own performance, the Directors
individually as well as the evaluation of the working of its Committees. A structured
questionnaire was prepared after taking into consideration inputs received from the
Directors, covering various aspects of the Boards functioning such as adequacy of the
composition of the Board and its Committees, Board culture, execution and performance of
specific duties, obligations and governance.
Criteria adopted for evaluation:
The Board shall evaluate the roles, functions, duties of Independent Directors (IDs) of the
Company. Each ID shall be evaluated by all other directors not by the
Director being evaluated. The board shall also review the manner in which IDs follow
guidelines of professional conduct.
Performance review of all the Non-Independent Directors of the Company on the basis of
the activities undertaken by them, expectation of board and level of participation;
Performance review of the Chairman of the company in terms of level of competence of
chairman in steering the Company;
The review and assessment of the flow of information by the company to the board and
manner in which the deliberations take place, the manner of placing the agenda and the
contents therein;
The review of the performance of the directors individually, its own performance as
well as evaluation of working of its committees shall be carried out by the board;
On the basis of performance evaluation, it shall be determined by the Nomination and
Remuneration Committee and the Board whether to extend or continue the term of appointment
of ID subject to all other applicable compliances.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During the period under review, 11 (Eleven) meetings of the Board of Directors were
held. The details of the number of meetings of the Board held during the Financial Year
2022-2023 forms a part of the Corporate Governance Report.
COMMITTEES OF THE BOARD:
Currently there are following Committees which are as follows:
1. Audit Committee
2. Stakeholders Relationship committee
3. Nomination and Remuneration Committee
4. Corporate Social Responsibility Committee
Details of all the committees along with their charters, composition and meetings held
during the year, are provided in the Report on Corporate Governance, forming part of this
Annual Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
In compliance with the provisions of Section 177(9) of the Act read with Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI
Listing Regulations, the Company has formulated a vigil mechanism for Directors and
Employees to report concerns about unethical behavior, actual or suspected fraud or
violation of Code of Conduct and Ethics. It a lso provides for a dequate safeguards a
gainst the victimization of employees who avail of the mechanism and allows direct access
to the Chairperson of the audit committee in exceptional cases. The Vigil Mechanism /
Whistle Blower policy has been posted on the website of the Company
http://www.sftc.co.in/menu.php?cat_id=21
PREVENTION OF SEXUAL HARASSMENT:
Your Company has in place an appropriate policy which is in line with the requirements
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013. An Internal Complaints Committee has been set up to redress complaints, if any,
received regarding sexual harassment. All employees (permanent, contractual, temporary,
trainees) are covered under this policy.
We further state that during the financial year under review, there were no complaints
received/cases filed under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
RISK MANAGEMENT:
Your Company recognizes that risk is an integral part of business and is committed to
managing the risks in a proactive and efficient manner; your Company periodically assesses
risks in the internal and external environment, along with the cost of treating risks and
incorporates risk treatment plans in its strategy, business and operational plans.
The Company has a Risk Management Policy (a) to ensure that all the Current and future
material risk exposures of the company are identified, assessed, quantified, appropriately
mitigated, minimized and managed i.e. to ensure adequate systems for risk management
process (b) to establish a framework for the companys risk management
process and to ensure its implementation (c) to enable compliance with appropriate
regulations, wherever applicable, through the adoption of best practices (d) to assure
business growth with financial stability.
There are no risks which threaten the existence of the company.
RELATED PARTY TRANSACTIONS:
The Board of Directors of the Company has formulated a policy on dealing with Related
Party Transactions, pursuant to the applicable provisions of the Act and RBI Master
Directions. The same is displayed on the website of the Company i.e.
http://www.sftc.co.in/menu.php?cat_id=25
All related party transactions are placed before Audit Committee. An omnibus approval
of the Audit Committee is obtained for the related party transactions which are repetitive
in nature.
During the year under review, the related party transactions that are entered into by
the Company were on an arms length basis and in ordinary course of business. Pursuant to
Section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014, there are
no related party transactions that are required to be reported under section 188(1) of the
Act, as prescribed in Form AOC-2.
The details of transactions with related parties are given in Notes to the accompanying
Financial Statements.
INTERNAL FINANCIAL CONTROL:
Your Company has in place an adequate internal control system commensurate with the
size of its operations. The Internal control system comprising of policies and procedures
is designed to ensure sound management of your Companys operations,
safekeeping of its assets, optimal utilization of resources, reliability of its financial
information and compliance. Clearly defined roles and responsibilities have been
institutionalized. Systems and procedures are periodically reviewed to keep pace with the
growing size and complexity of your Companys operations.
During the financial year under review, no material or serious observation has been
received from the Statutory Auditors and the Internal Auditors of the Company on such
controls.
CODE OF CONDUCT:
Your Company is committed to conducting its business in accordance with the applicable
laws, rules and regulations and highest standards of business ethics. In recognition
thereof, the Board of Directors has implemented a Code of Conduct for adherence by the
Directors, Senior Management Personnel and Employees of the Company. This will help in
dealing with ethical issues and also foster a culture of accountability and integrity. The
Code with revision made in accordance with the requirements of Listing Regulations has
been posted on the Companys website http://www.sftc.co.in/menu.php?cat_id=19
All the Board Members and Senior Management Personnel have confirmed compliance with
the Code.
STATUTORY AUDITOR:
M/s. S S R C A & Co., Chartered Accountants (Firm Registration No. 108726W),
Mumbai, Statutory Auditors of the Company, will hold office till the conclusion of the
ensuing 40th Annual General Meeting of the Company.
The Board has recommended the Appointment of M/s. O.P. Dad & Co., Chartered
Accountants (Firm registration No. 002330C), Bhilwara as the Statutory Auditors of the
Company in the place of the, M/s. S S R C A & Co., Chartered Accountants (Firm
Registration No. 108726W), Mumbai, for a term of Three (3) consecutive years, from the
conclusion of the ensuing 40 th Annual General Meeting of the Company till the
conclusion of 43rd Annual General Meeting to be held in the year 2026, for approval of
shareholders of the Company, based on the recommendation of the Audit Committee in
Compliance with the mandatory rotation of Auditors as per the provision of Companies Act,
2013.
The Company had received certificate from the Statutory Auditors confirming their
eligibility and willingness for their appointment pursuant to Section 139(1) of the Act.
The Report given by the Auditors on the Financial Statement of the company is part of
this report.
INTERNAL AUDIT:
Pursuant to the provision of Section 138 of the Companies Act, 2013, read with
Companies (Accounts) Rules, 2014, the Board on recommendation of the Audit committee
appointed M/s. A L R S& Co., (M. No. 405577), Practicing Chartered Accountant, Mumbai
as an Internal Auditor of the Company. The Internal Auditor submits his reports to the
Audit Committee.
Based on the report of Internal Audit, Management undertakes corrective action in their
respective areas and thereby strengthens the controls. Significant audit observations and
Corrective actions thereon are presented to the Audit Committee of the Board.
SECRETARIAL AUDIT REPORT:
Your Company appointed M/s. B K Sharma & Associates, Practicing Company Secretary,
Jaipur, as the Secretarial Auditors of your Company to conduct the Secretarial Audit
pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.
The Secretarial Audit report is will be annexed as Annexure ‘A and forms an
integral part to this Report.
In addition to the above and pursuant to SEBI circular dated 8 th February
2019, Annual Secretarial Compliance Report by M/s. B K Sharma & Associates (Membership
No. F-6206), a firm of Company Secretaries in Practice for the FY 2022-2023 has been
submitted with Stock exchanges.
EXPLANATIONS OR COMMENTS BY BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK
OR DISCLAIMER:
The Statutory Auditors Report and Secretarial Auditors Report are self-explanatory.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Audit function is
defined by the Audit Committee. To maintain its objectivity and independence, the Internal
Audit function reports to the Chairman of the Audit Committee of the Board & to the
Chairman & Whole Time Director.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of
internal control system in the Company, its compliance with operating systems, accounting
procedures and policies of the Company.
Based on the report of internal audit function, the Company undertakes corrective
action in their respective areas and thereby strengthens the controls. Significant audit
observations and recommendations along with corrective actions thereon are presented to
the Audit Committee of the Board.
The Company has in place adequate policies and procedures for ensuring the orderly
business, including adherence to the companys policies, the safeguarding of its assets,
the prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation.
CORPORATE GOVERNANCE:
The Company is committed in maintaining the highest standards of Corporate Governance
and adhering to the Corporate Governance requirements set out by the Securities and
Exchange Board of India (SEBI).
All the Board Members and Senior Management have affirmed compliance with the Code of
Conduct for the financial year under review. A declaration to this effect signed by the
Whole-time Director of the Company forms part of the Corporate Governance Report.
The Whole-time Director and Chief Financial Officer have certified to the Board with
regard to the Financial Statements and other matters as required under Regulation 17(8) of
the SEBI Listing Regulations which forms part of the Corporate Governance Report.
The Corporate Governance Report, which form an integral part of this Report, are set
out as a separate Annexures, together with the Certificate from the Secretarial Auditors
of the Company regarding compliance with the requirements of Corporate Governance as
stipulated in SEBI (LODR) Regulation, 2015.
MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
Pursuant to Regulation 34 of SEBI Listing Regulations, the Management Discussion and
Analysis Report for the financial year under review, is presented as a separate section
forming part of this Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING:
Considering the Companys activities as a non-banking finance company (NBFC), particulars
with respect to the conservation of energy and technology absorption as required to be
disclosed pursuant to provision of Section 134(3)(m) of the Act read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 are not relevant to the Company.
PARTICULARS OF EMPLOYEES:
The prescribed particulars of remuneration of employees pursuant to Section 197 read
with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, are set out as Annexure “B” to the Directors Report and forms part of this Annual Report.
None of the employees have drawn remuneration more than Rs. 10 lakhs p.m., if employed
for the part of the year and Rs. 120 lakhs p.a. if employed throughout the year.
CORPORATE SOCIAL RESPONSIBILITY:
The Company has constituted Corporate Social Responsibility (CSR) Committee in
compliance with the provisions of Section 135 of the Companies Act, 2013 read with the
Companies (Corporate Social responsibility Policy) Rules, 2014 as amended from time to
time under the Chairmanship of Mr. Anurag Soni. The other members of the Committee are Mr.
Ratan Lal Samriya and Mr. Arjun Agal.
The details regarding composition, objectives powers, functions, scope, meetings and
attendance of members are included in Corporate Governance Report which forms part of the
Annual Report.
A detailed CSR Policy has been framed which is placed on the Companys Website. As a
part of its initiative under the CSR drive, the company has undertaken CSR activities by
giving contribution to various permitted entities.
These CSR Projects are in accordance with Schedule VII of the Companies Act, 2013 and
the Companys CSR Policy. Details of the CSR activities as required under Section 135 of the
Companies Act, 2013 and rules framed thereunder are given in the CSR Report framed
thereunder are given in the CSR Report as Annexure ‘C forming part of
this Report.
GENERAL DISCLOSURES
Your Directors 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:
i. No fraud was reported by the Auditors to the Audit Committee or Board;
ii. The details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end
of the financial year iii. Maintenance of cost records as per Section 148 (1) of the
Companies Act, 2013
ACKNOWLEDGMENT:
The Directors place on record their appreciation to all those people, who have so
willingly placed their trust in the company & management and to all customers across
all area, shareholders, Financial Institutions, Banks, Government, and Local Authorities
under our operation, who have given the company an opportunity to serve them.
It is worth mentioning that, working with many NBFCs has been a very encouraging
experience especially in being catalyst to their sustainability and growth. The company
looks forward to further strengthening the synergies.
The entire Team of the Company deserves the appreciation for their sincere efforts and
determination to excel. The core teams of the plays a pivotal role in articulating and
implementing the strategic decisions and thus contributing to the development of the
company. I take this opportunity to express my heartfelt appreciation for their continuous
support, hard work and dedication.
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