Your Directors present herewith the Annual Report of your company together with the A
U dt I e d Accoun st for the year en de d 3pt
M arch 2023
|
2022-2023 |
2021-2022 |
Highlights of financial results for the year were as under: |
Rs. In Lakhs |
Rs. In Lakhs |
| Profit from Operations before Other Income & |
|
|
| Interest |
526.68 |
349.45 |
| Add: Other Income |
25.23 |
8.62 |
| Operating Profit Before Interest |
551.91 |
358.07 |
Less: Interest |
501.49 |
(286.14) |
| Add: Exceptional Income/(Expenses) |
- |
- |
| Profit Before Tax |
50.42 |
71.93 |
| Provision for Tax |
24.64 |
(20.89) |
| Other Comprehensive Income |
(0.13) |
- |
| Prior -period Tax expenses |
- |
- |
| Profit AfterTax |
25.65 |
51.04 |
OPERATIONS:
During the year, the Company has registered a profit of Rs. 25.65 lakh from the
operation of the company as against profit of Rs. 51.04 lakh from previous financial year.
Your Company posted total income and net profit of Rs. 1236.33 Lakh and Rs. 25.65 Lakh
respectively, for the financial year ended March 31, 2023, as against Rs. 633.89 Lakh and
Rs. 51.04 Lakh respectively, in the previous financial year. Your Company has transferred
an amount of Rs. 5.13 Lakh to Reserve Fund under Section 45-IC of the RBI Act, 1934.
The Company has made Preferential allotment of 2162907 and 1545907 equity shares on
03.06.2022 and 29.03.2023 respectively.
The Company has changed its name from Supra Pacific Management Consultancy Limited to
Supra Pacific Financial Services Limited. Since the company is a Non-Banking Financial
Company and the main business of the company is Financial Services, the new name would
reflect more precisely the service which the company offers and it would be more pertinent
to the area of operation of the company.
DIVIDEND:
Your Directors regret their inability to recommend any dividend for the year under
review.
SHARE CAPITAL:
The authorized capital of the company is Rs. 50,00,00,000 and the paid capital of the
company is Rs. 128289750.
RESOURCE MOBILISATION
Non-Convertible Debentures
During the year under review, the Company has raised Rs. 18,66,60,000 through the
issuance of privately placed Secured, Redeemable, Non-Convertible Debentures. The proceeds
of the issue have been utilised for augmenting the working capital resources of the
company and expanding the loan portfolio as well as for the general expansion activities
of the company.
Subordinated Debts
During the year under review, the Company has raised Rs. 12,78,85,000 through issuance
of subordinated, unsecured, redeemable in the form of subordinated debt for inclusion as
Tier II Capital.
DEBENTURE REDEMPTION RESERVE
Pursuant to notification issued by Ministry of Corporate Affairs on 16th August, 2019
in exercise of the powers conferred by subsections (1) and (2) of section 469 of the
Companies Act, 2013 (18 of 2013), the Central Government amended the Companies (Share
Capital and Debentures) Rules, 2014.
In the principal rules, in rule 18, for sub-rule (7), the limits with respect to
adequacy of Debenture Redemption Reserve (DRR) and investment or deposits for listed
companies (other than All India Financial Institutions and Banking Companies as specified
in sub clause (i)), Debenture Redemption Reserve is not required to maintain in case of
public issue of debentures as well as privately placed debentures for NBFCs registered
with Reserve Bank of India under section 45-IA of the RBI Act, 1934. Therefore, the
Company has not created DRR during the year ended 31 March 2023.
Further, the Company shall on or before the 30th day of April in each year, invest or
deposit, as the case may be, a sum which shall not be less than fifteen percent, of the
amount of its debentures maturing during the year ending on the 31st day of March of the
next year in the manner mentioned in Rule 18(7) (c). Accordingly, the Company has
deposited 162.00 Lakh in deposit account for debenture redemption.
DIRECTORS:
The Board of Directors of your company comprises of, Mr. Joby George, Chairman and
Managing Director, two Non Executive Directors Mr. Sandeep Babu and Mr. Manoj K and four
Non-Executive Independent Directors, namely, Shri. Murali NA, Ms. Dhanya Jose, Shri. Anvar
KS and Shri. Joly Sebastian.
Mrs. Winey Mathew (DIN: 08771809) Independent Director had tendered her resignation
from the Board with effectfrom 31.07.2022. The said resignation letter confirms that there
is no other material reason for her resignation. Mrs. Neethu Subramoniyan (DIN: 08788544)
who was appointed as Additional Director on 10.08.2022, resigned from the Board with
effect from 06.09.2022. Mr. Abidh Aboobakker, (DIN: 08569590) appointed as Independent
Director on 14.07.2020, conveyed his resignation from the Board with effect from 19th
October, 2022 due to personal reasons. The said resignation letter confirms that
there is no other material reason for his resignation. Shri. Anvar K S (DIN: 09763977) was
appointed as Independent Director on 19.10.2022. The Board based on the recommendation of
the Nomination and Remuneration Committee has appointed Shri Manoj K (DIN: 08760264) as
Additional Director in the capacity of Non-Executive Director and Mr. Joly Sebastian (DIN:
10168844) as Additional Director in the capacity of Non-Executive Independent Director
with effect from 15.06.2023 subject to the approval of Members of the Company.
In accordance with the provisions of Section 152 of Companies Act, 2013, Mr. Sandeep
Babu T (DIN 08242822) will retire by rotation at the ensuing Annual General Meeting and
being eligible, offershimself for re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134 (5) of the Companies Act, 2013, and based on
the representations received from the management, your Directors confirm that;
(i) In the preparation of the Annual Accounts for the year ended 31st March, 2023, the
applicable Accounting Standards have been followed and there are no material departures.
(ii) 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 your Company at the end of the financial year and of the profit &
loss of the company for the financial year ended 31st March, 2023.
(iii) Taken proper and sufficient care to the best of knowledge and ability for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of your Company and for preventing and
detecting fraud and other irregularities.
(iv) Prepared the Annual Accounts on a going concern basis.
(v) Had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively.
(vi) Devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.
PUBLIC DEPOSIT:
As you are aware, the Company is a Non-Systemically Important Non-Deposit Taking NBFC
and hence has not accepted any public deposits
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During the financial year 2022-2023, 15 Board meetings were convened and held, which is
in compliance with the provisions of the Companies Act, 2013. The details thereof are
given in the Corporate Governance Report. The intervening gap between the Meetings were
within the period prescribed under the Companies Act, 2013.
KEY MANAGERIAL PERSONEL
During the year under report, Following Officials acted as Key Managerial Personnel: -
(i) Shri. Joby George - Managing Director (ii) Shri. Jithin George - Chief Financial
Officer (iii) Smt. Leena Yezhuvath - Company Secretary
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Particulars under the Companies (Disclosure of particulars in the report of the Board
of Directors) Rules, 1988 on the Conservation of Energy and Technologies absorption is not
applicable to your Company. The Company is not having Foreign Exchange Earnings.
MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT.
There have been no material changes and commitments affecting the financial position of
your Company which have occurred between the end of the financial year i.e. 31 March. 2023
to which the Financial Statements relate and the date of the report except for the
following:
During the year under review, Shri Abidh Abubakker, Non-Executive Independent Director
resigned from the Board w.e.f. 19th October, 2022 due to personal
reasons. Shri. Anvar KS was appointed as Non-Executive Independent Director. Shri. Manoj
Karumathil was appointed as Additional (Non-Executive) Director and Shri. Joly Sebastian
was appointed as Additional (Non-Executive Independent) Director in the Board meeting held
on 15.06.2023 and is seeking approval from shareholders for their appointment in this AGM.
The Company has changed its name from Supra Pacific Management Consultancy Limited to
Supra Pacific Financial Services Limited. Since the company is a Non-Banking Financial
Company and the main business of the company is Financial Services, the new name would
reflect more precisely the service which the company offersand it would be more pertinent
to the area of operation of the company.
STATUTORYAUDITORS AND THEIR REPORT:
Pursuant to the provisions of Sections 139 and 141 of the Act and Rules made
thereunder, the Shareholders in the 15th Annual General Meeting had ratified the
appointment of M/s. G Joseph & Associates, Chartered Accountants, Kochi (FRN:0063105)
as the Statutory Auditors of the Company, to hold office for a period of one year from the
conclusion of 35th Annual General Meeting and to until the conclusion of
the 36th Annual General Meeting of the company to fill the casual
vacancy caused by the resignation of M/s. Deloitte Haskins & Sells Chartered
Accountants, Kochi (Firm Registration Number: 0080725). The Members have further ratified
the appointment of M/s G Joseph & Associates, Chartered Accountants, Kochi
(FRN:0063105) as the Statutory Auditors of the Company to hold the office for a term of 2
consecutive years from the conclusion of 36th AGM till the conclusion of
38th AGM to be held in the year 2024.
The Company has also received consent and eligibility certificate from M/s. G Joseph
& Associates, Chartered Accountants, Kochi (FRN:0063105), to act as Statutory Auditors
of the Company along with a confirmation that, their appointment, if made, would be within
the limits prescribed under the Companies Act, 2013.
Further, the Auditors Report "with an unmodified opinion", given by the
Statutory Auditors on the Financial Statements of the Company for FY 2022-23, is disclosed
in the Financial Statements forming part of the Annual Report. There has been no
qualification, reservation, adverse remark or disclaimer given by the Statutory Auditor in
their Report for the year under review.
No frauds in terms of the provisions of section 143(12) of the Act have been reported
by the Statutory Auditors in their report for the year under review.
PERSONNEL & INDUSTRIAL RELATIONS
Industrial Relations were cordial and satisfactory. There were no employees whose
particulars are to be given in terms of Section 134(3)(q) of the companies Act, 2013 read
with Rule 5(2) and 5(3) of the companies (Appointment and Remuneration of Managerial
personnel) Rules, 2014.
CORPORATE GOVERNANCE:
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Regulations and
Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance
practices followed by the Company, together with a Certificate from the Companys Auditors
confirming compliance, forms an integral part of this Report
SUBSIDIARYCOMPANIES:
The Company does not have any subsidiary.
CSR POLICY
As per the provisions of Section 135 read with the Section 198 of the Companies Act
2013, the company do not have CSR obligation for the year 2022-23. Accordingly, there has
been no meeting of CSR Committee held during the year.
RISK MANAGAMENT
The Company has laid down a well-defined risk management mechanism covering the risk
mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A
detailed exercise is being carried out to identify, evaluate, manage and monitor business
risks. The Audit Committee and the Board periodically review the risks and suggest steps
to be taken to manage/ mitigate the same through a properly defined framework. During the
year, risk analysis and assessment was conducted and no major risks were noticed, which
may threaten the existence of the company
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day to day business operations of
the company. The Code lays down the standard procedure of business 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. The Code gives guidance through examples on
the expected behavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliance
with the Code.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company continues to comply with Secretarial Standards on Board Meetings (55-1) and
General Meetings (55-2), issued by the Institute of Company Secretaries of India.
MANAGEMENT DISCUSSION AND ANALYSIS
A separate report on the Management discussion and analysis forms an integral part of
this report.
DECLARATION FROM INDEPENDENT DIRECTORS
Your Company has received necessary declarations from all Independent Directors of the
Company confirming that they meet the criteria of Independence as mentioned in Section 149
of the Act and SEBI Listing Regulations. Independent Directors have confirmed that they
have registered their names in the Independent Directors Databank. In the opinion of the
Board, the Independent Directors continue to fulfil the criteria prescribed for an
independent director as stipulated in Regulation 16(1)(b) of the SEBI Listing Regulations
and Section 149(6) of the Act and are independent of the management of the Company.
During the year under review, the non-executive directors of the Company had no
pecuniary relationship or transactions with the Company other than the sitting fees,
commission, if any and reimbursement of expenses incurred for the purpose of attending the
meetings of the Board or Committees of the Company.
During the year, a meeting of Independent Directors was held on January 28, 2023 as
required under the Companies Act, 2013 and in Compliance with requirement under Schedule
IV of the Act and as per requirements of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and discussed matters specified therein.
FAMILIARISATION PROGRAMME FOR DIRECTORS:
At the time of appointing a Director, a formal letter of appointment is given to
him/her, which inter alia explains the role, function, duties and responsibilities
expected of him as a Director of the Company. The Director is also explained in detail the
Compliance required from him under the Companies Act, 2013, SEBI (LODR) Regulations, 2015
and other relevant regulations and affirmation taken with respect to the same. The
Chairman and the Management has also one to one discussion with the Directors to
familiarize with the companys operations.
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. The Code prohibits the purchase or the sale of Companys 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. The Board is responsible for the implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with the
Code.
SECRETARIAL AUDIT
During the year under review, CS Vivek Kumar, Practicing Company Secretary (M.No.
F9353; CP No. 11036), DV & Associates, who was appointed as the Secretarial Auditor of
the Company has issued the audit report in respect of the secretarial audit of the Company
for the financial year ended March 31, 2023.
The Audit Report is attached as Annexure I and forms an integral part of this
Report. The fo owing oII bserva ions were mat de in. the Statutcry A Udt R I epo
rt for the F1nanc1a. I Yar 2022 23 -
SI No. Observation of Statutory Auditor |
Action Taken/Remarks |
| 1. The appointment of Internal |
The company has rectified the non- |
| Auditor and Secretarial Auditor has |
compliance. |
| not been filed with MCA in Form |
|
| MGT-14 during the financial year |
|
2022-23. |
|
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS
Details of loans, guarantees and investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the Notes to Financial Statements forming part
of this report.
ANNUAL RETURN:
Annual return in Form-MGT-07 has been posted in the website the link of the same is
mentioned below for reference https://suprapacific.com/policies-investors-information/
DISCLOSURE REGARDING MANAGERIAL REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE
COMPANIES ACT. 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES.2014
During the year under review, your Company enjoyed cordial relationship with workers
and employees at all levels. The company regards its employees as great asset.
For the particulars of employees as required to be disclosed in the Directors Report in
accordance with the Provisions of Section 197 of the Companies Act, 2013 read with Rule 5
(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014,
the Directors state that:
1. The ratio of the remuneration of each Director to the median remuneration of the
employees of the Company for the Financial Year 2022-23 and the percentage increase in
remuneration of each Director, Chief Financial Officer & Company Secretary during the
f manc1a. I year 2022 23- are as un der:
Sr. No. Name of director/ KMP Remuneration paid to Directors |
Designation/ status |
Remuneration of director/ KMP for financial year 2022-23 Rs. In lakh |
% increase / (decrease) in Remuneration in the financial Year 2022-23 % |
Ratio of remuneration of each director/ to median Remuneration of
employees Times |
1 Joby George |
Chairman & Managing Director |
13.00 |
8.33 |
12.30 |
2. During the year under review, there is an increase of 64.64 % in the median
remuneration of employees.
3.There were 174 permanent employees on the rolls of Company as on March 31, 2023;
4. It is hereby affirmed that the remuneration paid is as per the Nomination &
Remuneration Policy of the Company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has robust internal control policies and procedures in place, commensurate
with the size, scale, and complexity of its operations. To ensure effective internal
controls across business process and systems, it has established a vigorous framework that
is designed to provide reliable and quality assurance related to its business and
operational performance. The adequacy and efficacyof these controls are evaluated on a
regular basis and ensure compliance with applicable laws and safeguard the Company assets.
The Companys Audit Committee is entrusted to review the Internal Control Systems and
the appointment of Internal Auditors for each of the business verticals of the Group. M/s.
Vasan & Wales is acting as the Internal Auditor of the company.
The Internal Auditor evaluates the adequacy of the internal control system in the
Company on the basis of Statement of Operations Procedure, instruction manuals, accounting
policy and procedures.
RELATED PARTY TRANSACTIONS:
Contracts / arrangements / transactions entered by the Company during the FY 2022-23
with related parties under Section 188 of the Act were in ordinary course of business and
on arms length basis. During the year, the Company had not entered into any contract /
arrangement / transaction with related parties which could be considered material in
accordance with the provisions of Regulation 23 of SEBI LODR and the Companys policy on
related party transactions. Therefore, particulars of contracts / arrangements with
related parties under Section 188 in Form AOC-2 is enclosed as Annexure II with
this report.
PERFORMANCE EVALUATION OF BOARD. COMMITTEES & INDIVIDUAL DIRECTORS
A formal evaluation of the performance of the Board, its Committees, the Chairman and
the individual Directors was carried out for the year 2022-23 by the Nomination &
Remuneration Committee.
As part of the evaluation process, the performance of Non-independent Directors, the
Chairman and the Board was done by the Independent Directors. The performance evaluation
of the respective Committees and that of independent and non-independent Directors was
done by the Board excluding the Director being evaluated. The Directors expressed
satisfaction with the evaluation process.
NOMINATION AND REMUNERATION POLICY:
Pursuant to the provisions of Section 178(3) of the Act and Regulation 19 of the SEBI
Listing Regulations, the Board has formulated Nomination and Remuneration Policy of the
Company which inter alia, includes the criteria for determining qualifications, positive
attributes and independence of Directors, identification of persons who are qualified to
become Directors, Key Managerial Personnel and Senior Management. The Nomination and
Remuneration Policy also covers the Remuneration of the Directors, Key Managerial
Personnel, Senior Management and other employees of the Company. The Nomination and
Remuneration Policy is available on the website of the Company.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has in place a whistleblower policy, to support the Code of conduct of the
Company. This policy documents the Companys commitment to maintain an open work
environment in which employees, consultants and contractors are able to report instances
of unethical or undesirable conduct, actual or suspected fraud or any violation of
Companys Code of conduct at a significantly senior level without fear of intimidation or
retaliation.
POLICY FOR PREVENTION OF SEXUAL HARASSMENT (POSH} OF WOMEN AT WORKPLACE:
In accordance with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under, the
Company formulated an internal Policy on Sexual Harassment at Workplace (Prevention,
Prohibition and Redressal) during the year under review. An internal Complaint Committee
has been set up to redress complaints received regarding sexual harassment. All woman
employees (permanent, contractual, temporary, trainees) are covered under this policy.
During the year under review there were no complaints received by the Company related
to sexual harassment.
APPLICABILITY OF COST AUDIT REQUIREMENTS
Maintenance of cost records as specified by the Central Government under sub-section
(1) of Section 148 of the Companies Act, 2013, is not applicable to the Company.
KNOW YOUR CLIENT POLICY:
Reserve Bank of India (RBI) has issued guidelines on Know Your Customer (KYC)
Guidelines
- Anti Money Laundering Standards for Non-Banking Finance Companies (NBFCs) thereby
setting standards for prevention of money laundering activities and corporate practices
while dealing with their customers vide Circular Nos.: DNBR (PD) CC No.
051/3.10119/2015-16, dated July 1, 2015. Similarly, KYC guidelines have been issued by
NSDL and CDSL on customer identification and proof of address at the time of opening the
account and for subsequent changes/modification etc. The Company has adopted all the best
practices prescribed by RBI from time to time and shall make appropriate modifications if
any necessary to this code to conform to the standards so prescribed.
INTERNAL FINANCIAL REPORT:
The Board has adopted policies and procedures for efficient conduct of business. The
Audit Committee evaluates the efficiency and adequacy of financial control system in the
Company, its compliance with operating systems, accounting procedures and policies at all
locations of the Company and strives to maintain the Standard in Internal Financial
Control.
COMPLIANCE WITH NBFC REGULATIONS
Your Company has complied with all the regulatory provisions of the Reserve Bank of
India applicable to Non-Banking Financial Company - Non-Systemically Important Non-Deposit
taking Company.
As on 31 March, 2023, the Capital Adequacy Ratio of the Company is 43.27%, well above
the statutory requirement of 15%.
LISTING WITH STOCK EXCHANGES
Your Company confirms that it has paid the Annual Listing Fees for the financial year
2022-23 to BSE where the Companys shares are listed.
MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS:
No significant and material orders have been passed by any regulators or courts or
tribunals against the Company impacting the going concern status and Companys operations
in future.
MAINTENANCE OF COST RECORDS
The Company is an NBFC, and hence the requirement under sub-section (1) of section 148
of the Companies Act, 2013 w.r.t Maintenance of cost records is not applicable
ACKNOWLEDGEMENT:
Our Directors express their sincere appreciation of the co-operation received from
shareholders, bankers and other business constituents during the year under review. Our
Directors also wish to place on record their deep sense of appreciation for the commitment
displayed by all executives, officers and staff resulting in the performance of the
Company during the year.
For and on behalf of the Board of Directors
|
Joby George |
|
Chairman & Managing Director |
|
(DIN 06429801) |
Place: Kochi |
|
Date: 31.07.2023 |
|
+91-9892691696
