The Members,
VISAGAR FINANCIAL SERVICES LIMITED
Your Directors are pleased to present their 30th Directors Report together
with the Audited Financial Statements for the financial year ended March 31, 2023 and the
Auditors Report thereon.
1. Business Performance
(In Lacs)
| PARTICULARS |
YEAR ENDED 31.03.2023 |
YEAR ENDED 31.03.2022 |
| Revenue from operations |
5180.05 |
1,682.30 |
| Other income |
- |
- |
| Gross Income |
5180.05 |
1,682.30 |
| Total Expenses |
4998.68 |
1,658.47 |
| Net Profit Before Tax |
181.37 |
23.83 |
| Provision for Tax |
53.50 |
- |
| Net Profit After Tax |
127.87 |
23.83 |
2. Operations and Future Plans
During the year under review the Companys Turnover has increased from Rs. 23.83 Lakhs
in FY 21-22 to Rs. 127.87 Lakhs in FY 22-23 and the expenses during the year has also been
increased from Rs. 1658.47 Lakhs in FY 21-22 to Rs. 4998.68 Lakhs in FY 22-23. However,
there is net profit in the Company of Rs. 127.87 Lakhs compared to previous year profit of
Rs. Rs. 23.83 Lakhs.
Your Company is optimistic about the coming year. Since the Company is trying to reduce
cost and expand its business, your directors are hopeful that the results will be more
encouraging.
Impact of Covid-19
The sudden spread of Covid-19 pandemic and consequent Country wide lockdown since March
2021 has affected the world economy adversely, to safeguard interest of the public at
large from this epidemic, the Indian Government including various State Governments and
Municipal Authorities have issued various advisory directives including restrictions on
movement of public and other means of transport. In accordance with the directives of the
Government and in order to ensure health and well being of all employees Work from Home
policy was brought in place for your Companys employees.
3. Dividend
In order to plough back the profit, your Directors have not recommended any dividend
for the year ended March 31, 2023.
4. Share Capital
During the year company has increased the Authorised Share Capital of the Company from
Rs. 10,00,00,000 (Rupees Ten Crore Only) divided into 10,00,00,000 (Ten Crore Only) Equity
Shares of Rs. 1/- to Rs. 60,00,00,000 (Rupees sixty Crore Only) divided into 60,00,00,000
(Sixty Crore Only) Equity Shares of Rs. 1/- each with approval of shareholder dated 25th
May 2022 During The Year Company Had Issued 49,73,87,700 Up Equity Shares With A Face
Value Of Re. 1.00 Each ("Rights Equity Shares") Of Our Company For Cash At A
Price Of Re. 1.00 Per Rights Equity Share ("Issue Price") For An Aggregate
Amount Up To Rs. 49.73 Crores* On A Rights Basis To The Eligible Equity Shareholders Of
Our Company In The Ratio Of 51 (Fifty- One) Rights Equity Shares For Every 10 (Ten) Fully
Paid-Up Equity Shares Held By The Eligible Equity Shareholders On The Record Date, That Is
On Friday, December 30, 2022 (The "Issue"). The Issue Price For The Rights
Equity Shares Is 1 Rupees Consequently the paid up capital of the company now stands at
Rs. 58,39,15,645 comprising 58,39,15,645 fully paid up equity shares of Rs 1/- each
5. Transfer to Reserve
The Board does not propose to make transfer to reserves for the year 2022-23 as company
has incurred net profit of Rs. 127.87 Lakhs as on March 31, 2023.
6. Directors and Key Managerial Personnel
i) Retire by Rotation:
In accordance with the provisions of Section 152 of the Act, and that of Articles of
Association of the Company, Mr. Tilokchand Manaklal Kothari (DIN: 00413627)
Director of the Company retires by rotation at this Annual General Meeting of the
Company and being eligible, offers himself for reappointment.
ii) Change in Directors and Key Managerial Personnels:
There is no change in Directors and Key Managerial Personnels of the Company during
the FY 2022-23
iii) Composition of Board of Directors and Key Managerial Personnels:
As on the date of this Boards Report, i.e., as on 31st March, 2023, your
Companys Board of Directors comprises of the following Directors:
| Name of the Director |
Director Identification Number (DIN) |
Category |
| Mr. Tilokchand Manaklal Kothari |
00413627 |
Executive Director |
| Mr. Kailash Ram Gopal Chhaparwal |
01211651 |
Non-Executive nonindependent Director |
| Mr. Kuldeep Kumar |
08373716 |
Non-Executive Independent Director |
| Mr. Sanjay Rajak |
08417877 |
Non-Executive Independent Director |
| Ms. Madhu Bala Vaishnav |
08376551 |
Non-Executive Independent Director |
Companys Key Managerial Personnel are as follows:
| Name of KMP |
Designation |
| Mr. Sagar Tilokchand Kothari |
Chief Executive Officer |
| Ms. Sonam Sudhakar Prajapati |
Company Secretary and Compliance Officer |
| *Ms. Ankita Rai |
Chief Financial Officer |
* Ms. Ankita Rai has been appointed as Chief Financial Officer of the Company w.e.f
22/04/2022.
7. Board Evaluation
Your Board has carried out an annual evaluation of its own performance, Board
committees and individual Directors pursuant to the provisions of the Act and the
corporate governance requirements as prescribed by SEBI (Listing Obligations and
Disclosures Requirement) Regulations, 2015.
The performance of the Board was evaluated by the Board after seeking inputs from all
the directors on the basis of the criteria such as the board composition and structure,
effectiveness of board processes, information and functioning, etc.
The performance of the Committees was evaluated by the board after seeking inputs from
the Committee Members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
Board and the nomination and remuneration committee reviewed the performance of the
individual directors on the basis of the criteria such as the contribution of the
individual director to the Board and committee meetings like preparedness on the issues to
be discussed, meaningful and constructive contribution and inputs in meetings, etc. In
addition, the chairman was also evaluated on the key aspects of his role.
8. Meetings of the Board
During the year ended March 31, 2023, Seven (7) Board Meetings were held by the Company
on 16.04.2022, 30.05.2022, 02.08.2022, 07.10.2022, 14.11.2022, 20.12.2022 and 10.01.2023.
9. Details of Committees of the Board
Currently, the Company has three (3) Committees namely Audit Committee, Nomination and
Remuneration Committee & Stakeholders Relationship Committee. The detailed
composition of various Committees is elucidated below:
i) Audit Committee
The Audit Committee comprises of three Directors as on 31st March, 2023
namely Mr. Sanjay Rajak, Mr. Kuldeep Kumar and Ms. Madhu Bala Vaishnav. The aforesaid
Members of the Committee operate in the capacity of Independent Directors respectively.
The Chairman of the Committee is Mr. Sanjay Rajak who is an Independent Non-Executive
Director. The recommendations of the Audit Committee are always welcomed and accepted by
the Board & all the steps impacting the financials of the Company are undertaken only
after the consultation of the Audit Committee. During the period ended 31st
March, 2023, Seven (7) Audit Committee Meetings were held by the Company on 16.04.2022,
30.05.2022, 02.08.2022, 07.10.2022, 14.11.2022, 20.12.2022 and 10.01.2023.
Composition of Audit Committee are as follows:
| Name of Member |
Designation |
Category |
| Mr. Sanjay Rajak |
Chairman |
Independent, Non-Executive Director |
| Mr. Kuldeep Kumar |
Member |
Independent, Non-Executive Director |
| Ms. Madhu Bala Vaishnav |
Member |
Independent, Non-Executive Director |
ii) Nomination & Remuneration Committee
The Committee was constituted pursuant to provisions under Section 178 of the Companies
Act, 2013. As on 31st March, 2023; the Committee consists of three (3) Members,
namely Mr. Sanjay Rajak, Mr. Kuldeep Kumar and Ms. Madhu Bala Vaishnav. The aforesaid
Members of the Committee operate in the capacity of Independent Directors respectively.
The Chairman of the Committee is Mr. Sanjay Rajak who is an Independent Non-Executive
Director. During the year ended 31st March, 2023, One (1) Committee Meetings
were held by the Company on 06.09.2022.
Nomination and Remuneration Committee Policy
The Board has on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The Remuneration Policy is annexed as "Annexure A" to this
report. The policy is also available in the website of the Company i.e.
http://vfsl.visagar.com/vfslinvestors.html
Composition of Nomination and Remuneration Committee are as follows:
| Name of Member |
Designation |
Category |
| Mr. Sanjay Rajak |
Chairman |
Independent, Non-Executive Director |
| Mr. Kuldeep Kumar |
Member |
Independent, Non-Executive Director |
| Ms. Madhu Bala Vaishnav |
Member |
Independent, Non-Executive Director |
iii) Stakeholders Relationship Committee
The Committee oversees all the matters relating to Stakeholders grievances/complaints.
The role of the Committee is to consider & resolve securities holders complaint. As
on 31st March, 2023; the Committee consists of three members, namely Mr. Sanjay
Rajak, Mr. Kuldeep Kumar and Ms. Madhu Bala Vaishnav. The aforesaid Members of the
Committee operate in the capacity of Independent Directors respectively. The Committee is
chaired by Mr. Sanjay Rajak as Non-Executive Independent Director. During the year ended
March 31, 2023,One (1) Committee Meetings were held by the Company on 29.08.2022.
Composition of Stakeholders Relationship Committee are as follows:
| Name of Member |
Designation |
Category |
| Mr. Sanjay Rajak |
Chairman |
Independent, Non-Executive Director |
| Mr. Kuldeep Kumar |
Member |
Independent, Non-Executive Director |
| Ms. Madhu Bala Vaishnav |
Member |
Independent, Non-Executive Director |
10. Declaration of Independence from Independent Directors
Your Company has received declarations pursuant to Section 149(7) of the Companies Act,
2013 from all the Independent Directors confirming that they meet the criteria of
independence laid down under Section 149(6) of the Companies Act, 2013. Based on the
declaration(s) of Independent Directors, the Board of Directors recorded its opinion that
all Independent Directors are independent of the Management and have fulfilled the
conditions as specified in the Companies Act, 2013, rules made thereunder as well as
applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements),
Regulations, 2015.
11. Internal Control Systems and their Adequacy
The Management continuously reviews the internal control systems and procedures for the
proficient conduct of the Companys business. The Company adheres to the prescribed
guidelines with respect to the transactions, financial reporting and ensures that all its
assets are safeguarded and protected against losses. The Internal Auditor of the Company
conducts the audit on regular basis and the Audit Committee periodically reviews internal
audit reports and effectiveness of internal control systems. Apart from the above, the
Company in consultations with the external and independent consultants adopted a policy
for development and implementation of risk management for the company including
identification of elements of risk, if any, that may threaten the existence of the Company
and a mechanism to mitigate the same.
12. Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of your Company
confirm 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) 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 and loss 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 and
f) the directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
13. Change in the Nature of Business
During the period under review, there is no change in the nature of business of the
Company. The Company continues to operate in the NBFC (Non- Banking Financial Company)
Sector.
14. Extract of Annual Return
As required under Section 134 (3) (a) & Section 92 (3) of the Act, the Annual
Return is put up on the Companys website and can be accessed at www.vfsl.org &
Extracts of the Annual return in form MGT 9 for the Financial Year 2022-23 is uploaded on
the website of the Company and can be accessed at www.vfsl.org.
15. Prevention of Sexual Harassment Policy
In order to prevent sexual harassment at workplace, your Company has adopted a Policy
on prevention, prohibition and redressal of sexual harassment at workplace in line with
the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and Rule made thereunder. During the year under review, there
were no cases filed or reported pursuant to the provisions of the said Act.
16. Auditors & their Report
a) Statutory Auditor:
M/s. S.C. Mehra & Associates LLP., Chartered Accountants (ICAI Registration No.
106156W/W100305) were appointed as statutory auditors of the company. Currently, they are
holding office of the auditors up to the conclusion of the 29th Annual General
Meeting.
Accordingly, as per the said requirements of the Act, M/s. Bhatter &Associates,
Chartered Accountants (Firm Registration No. 131411W)are proposed to be appointed as
auditors for a period of 5 years commencing from the conclusion of 29th Annual
General Meeting till the conclusion of the 34th Annual General Meeting, in
place of M/s. S.C. Mehra & Associates LLP., Chartered Accountants (ICAI Registration
No. 106156W/W100305).
M/s. Bhatter&Associates, Chartered Accountants (Firm Registration No. 131411W)
have consented to the said appointment and confirmed that their appointment, if made,
would be within the limits specified under Section 141(3) (g) of the Act. They have
further confirmed that they are not disqualified to be appointed as statutory auditors in
terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section
141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.
The Audit Committee and the Board of Directors have recommended the appointment of M/s.
Bhatter&Associates, Chartered Accountants (Firm Registration No.131411W)as
statutory auditors of the Company from the conclusion of the 29th Annual
General Meeting till the conclusion of 34th Annual General Meeting, to the
shareholders.
The first proviso to section 139(1) of the Companies Act, 2013 has been omitted vide
section 40 of the Companies (Amendment) Act, 2017 notified on 7thMay, 2018. Therefore, it
is not mandatory for the Company to place the matter relating to appointment of statutory
auditor for ratification by members at every Annual General Meeting. Hence the Company has
not included the ratification of statutory auditors in the Notice of AGM.
The Report given by M/s. Bhatter & Associates, Chartered Accountants (Firm
Registration No. 131411W) on the financial statements of the Company for the Financial
Year 2022-2023 is a part of the Annual Report. There has been no qualification,
reservation or adverse remark or disclaimer in their Report.
During the Year under review, the Auditors have not reported any matter under Section
143 (12) of the Act, therefore no detail is required to be disclosed under Section 134
(3)(ca) of the Act.
b) Secretarial Auditor:
In compliance with the provisions of Sec 204 and other applicable provisions of
Companies Act 2013, the Board of Directors have appointed Ms Kirti Sharma, Practising
Company Secretary as Secretarial Auditors to undertake Secretarial Audit of the Company
for the financial year ended March 31, 2023. The Secretarial Audit Report is attached
herewith marked as "Annexure C" and forms an integral part of this report.
The Secretarial Auditor has made and mentioned the following observation in his report:
1. During the year company has maintain minutes of board meeting and other committee in
electronic mode.
2. During the year the company has received notice from the Stock Exchanges (BSE) for
Regulation 31- Shareholding Pattern For the quarter ended September 2021 the same wherein
penalty of Rs. 11,800/- by BSE was levied and the same was paid by the Company.
3. During the year the Company received notice from the Stock Exchanges (BSE) for
Sub-Division of Face Value and Bonus Issue of Equity Share but the same is delayed in
procedure for which Stock Exchanges (BSE) levied a penalty of Rs. 1,65,200/-
4. Company has appointed Independent Directors but the name of the Independent
Directors has not registered under the Database of Independent Directors.
c) Internal Auditor:
M/s. Lakhpat M Trivedi & Co., Chartered Accountants, Mumbai (Membership No. 109047)
was appointed as Internal Auditor of the Company for the FY 2022-23 and the Internal Audit
Report prepared by them was placed before the Audit Committee.
17. Risk Management
Risk Management is the process of identification, assessment, and prioritization of
risks followed by coordinated efforts to minimize, monitor and mitigate/control the
probability and/or impact of unfortunate events or to maximize the realization of
opportunities. The Company has laid a comprehensive Risk Assessment and Minimization
Procedure, which is reviewed by the Audit committee and approved by the Board from time to
time. These procedures are reviewed to ensure that executive management controls risk
through means of a properly defined framework. The policy has been hosted on Companys
website www.vfsl.org.
18. Public Deposits
The Company has not accepted any deposit from the general public within the meaning of
section 73 of the Companies Act, 2013 and the rules made there under.
19. Particulars of Contracts/ Arrangements with Related Party
During the year, there were no related party transactions made in the Company,
therefore Form AOC-2 is not applicable to the Company. The policy on materiality of
related party transactions and dealing with related party transactions as approved by the
Board may be accessed on the Companys website at the link: httn://vfsl.visagar.com/attachments/nolicvrtn.ndf.
20. Particulars of Loans, Guarantees or Investments by the Company under section 186
Details of Loan, Guarantees and Investments covered under the provisions of the Act,
are disclosed in the notes to the Financial Statements.
21. Material Changes affecting the financial position of the Company
During the year ended March 31, 2023, there were no material changes and commitments
affecting the financial position of the Company have occurred to which financial results
relate and the date of the Report.
22. Corporate Social Responsibility Committee
Since the provisions as laid down in the Section 135 of the Companies Act, 2013 are not
applicable to the Company; hence no such Committee has been formed. However, Company had
always tried in its best possible ways to involve itself in social development activities.
23. Dematerialisation of Shares
Your Company has connectivity with the National Securities Depository Limited (NSDL)
& Central Depository Services (India) Limited (CDSL) for dematerialization of its
Equity Shares. The ISIN No INE309H01020 has been allotted for the Company Shares.
Therefore, the members and/or investors may keep their shareholdings in the electronic
mode with their Depository Participant.
As on March 31, 2023, 99.85% of the paid-up Equity Share Capital stands in Demat mode
and the remaining 0.15% Equity Shares were held in physical mode, the details of which are
as follows:
| Particulars |
No. of Shares |
% of Total Capital |
| Held in Demat form with CDSL and NSDL |
58,30,57,645 |
99.85% |
| Held in physical mode |
8,58,000 |
0.15% |
24. Listing of Shares
The shares of your Company are listed at BSE Limited. The applicable Annual Listing
fees have been paid to the Stock Exchange for the financial year 2022-23.
25. Subsidiary Companies
The Company does not have any Subsidiary Company till date
26. Vigil Mechanism/Whistle Blower Policy
Pursuant to the provisions of the Companies Act, 2013 read with the Companies (Meeting
of Board and its Powers) Rules, 2014 and SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, every listed Company is required to have a Vigil
Mechanism/ Whistle Blower Policy for the Directors and employees to report their concerns
and grievances. The Company has a Whistle Blower Policy in place and the same is also
available on the web-site at the web-link http://vfsl.visagar.com/attachments/whistleblowerpolicyVigilmechanism.pdf
The Audit Committee of Directors are entrusted with the responsibility to oversee the
Vigil mechanism.
27. Corporate Governance
In terms of Regulation 15(1) of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, the provisions related to Corporate Governance as
specified in Regulation 17 to 27 and Clause (b) to (i) of sub-regulation (2) of regulation
46 and para C, D and E of schedule V shall not be applicable in respect of companies
having paid up equity share capital not exceeding Rs.10 Crore and Net worth not exceeding
Rs.25 Crore as on the last day of the previous financial year.Hence, Corporate Governance
Report was applicable till December, 2022 quarter and thereafter it become applicable.
As on March 31, 2023, the Equity Share Capital is Rs. 5839.16/- Lakhs and Net worth is
Rs. 6186.31/- Lakhs. Hence, the company is not providing a separate report on corporate
governance, and also a certificate from the Companys Auditors confirming the compliance
of Corporate Governance. However, the Company continues to adhere to the best practices
prevailing in Corporate Governance and follows the same in its true spirit.
28. Secretarial Standards of ICSI
Pursuant to the approval given on April 10, 2015 by the Central Government to the
Secretarial Standards specified by the Institute of Company Secretaries of India, the
Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings
(SS-2) came into effect from July 01, 2015. The Company is in compliance with the same.
29. Significant and Material Orders Passed by the Regulators or Courts:
There are no significant and material orders passed by the Regulators/Courts which
would impact the going concern status of the Company and its future operations.
30. Management Discussion and Analysis
Management Discussion and Analysis Report is appended to this Annual Report.
31. Particulars of Employees
The information required pursuant to Section 197 read with rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company, will be provided upon request. In terms of Section 136 of the Act, the
reports and accounts are being sent to the members and others entitled thereto excluding
the information on employees particulars which is available for inspection by the members
at the Registered office of the company during business hours on working days of the
company up to the date of ensuing Annual General Meeting. If any member is interested in
inspecting the same, such member may write to the company secretary in advance.
No employee has received remuneration in excess of the limits set out in rules 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
during FY 2022 - 23.
32. Conservation of Energy, Technology Ahsorntion and Foreign Exchange Earning &
Outgo
There was no technology absorption and no foreign exchange earnings or outgo, during
the year under review. Hence, the information as required under Section 134(3)(m) of the
Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is to be regarded as Nil.
The Company has not entered into any technology transfer agreement.
33. Acknowledgement
Your Directors take this opportunity to express their grateful appreciation for the
excellent assistance and co-operation received from all our Clients, Bankers, Business
Associates and the Government and other regulatory authorities and thank all stakeholders
for their valuable sustained support and encouragement towards the conduct of the
proficient operation of the Company. Your Directors would like to place on record their
gratitude to all the employees who have continued their support during the year.
By Order of the Board of Directors
For Visagar Financial Services Limited
Sd/-
Tilokchand Kothari
Director
DIN:00413627
Sd/-
Kailash Ram Gopal
Chhaparwal
Director 01211651
Date: April 28, 2023
Place: Mumhai
+91-9892691696
