Dear Members,
Your Directors have pleasure in presenting the 37th Annual Report together with the
Audited Accounts for the year ended March 31, 2022.
Financial Highlights
| Particulars |
Financial Year 31st March, 2022 |
Financial Year 31st March, 2021 |
| Business & Other Income |
1,37,07,428 |
74,41,131 |
| Profit / (Loss) before Interest, |
(215,152) |
(52,528) |
| Depreciation & Tax |
|
|
| Less: |
|
|
| a. Interest |
NIL |
NIL |
| b. Depreciation |
95,115 |
1,54,880 |
| Profit / (Loss) before tax |
(3,10,267) |
(2,07,408) |
| Less: Provision for Tax: |
|
|
| a. Current Year |
NIL |
NIL |
| b. Deferred Tax |
(68,000) |
(46,000) |
| c. MAT Credit Entitlement |
NIL |
NIL |
| d. Short / Excess for earlier years |
NIL |
NIL |
| Profit / (Loss) for the Period |
(2,42,267) |
(1,61,408) |
State of Companys Affairs and Future Outlook
The Company is currently in the business of Non-Banking Financial Services and other
financial activities.
The Company is evaluating possibilities of designing diverse financial products
including lending to customers of real estate projects to align exposure to match with the
progress of property development; however the activities relating to NBFC business within
the guidelines and stipulations of RBI would continue to be focused on lending.
Material Changes and Commitments after the end of the Financial Year
No material changes or commitments affecting the financial position of the Company have
occurred between the end of the financial year to which financial statements in this
report relate and the date of this report.
Share Capital
The paid-up equity share capital of the Company as at 31st March, 2022 was Rs.
6,44,93,800/- divided into 6449380 Equity Shares of Rs. 10/- each.
The Company currently has no outstanding shares issued with differential rights, sweat
equity or ESOS at the year ended on 31 March, 2022.
Fixed Deposits
The Company has not accepted any fixed Deposit during the financial year under review.
Subsidiary, Joint Venture and Associate Companies
The Company has no subsidiary or joint venture companies. During the financial year
under report, no company has become / ceased to be subsidiary or joint venture company.
Details of Directors and Key Managerial Personnel
| Sr Name and Address . |
Designation |
Date of Appointment |
DIN/PAN |
| 1 Mr. Sureshbabu Malge 1, Sonal Apartment, Charai, Thane 400 601 Maharashtra, India |
Chairman, Managing Director |
28/07/2017 |
01481222 |
| 2 Mr. Jayesh Jashvantlal Shah 15-B, Yashomangal, Plot No. 64, B. L. S. Road, Near
Lalubhai Park, Andheri (West), Mumbai 400 058 Mr. Sumit Sureshbabu Malge |
Non Executive, Independent Director |
01/09/2017 |
00260876 |
| 3 Sonal Apartment, 1st Floor, Joshiwada, Annaji Sunder Road, Charai, Thane 400 601 Mr.
Kanwaljit Singh |
Director Non-Executive, |
28/07/2017 |
02413173 |
| 4 House No. 1104, Sector 39B, Sector 36, Chandigarh 160 036 Punjab Mrs. Rizwana
Muazzam Rumani |
Independent Director Non-Executive, |
12/05/2018 |
08122223 |
| 5 Room No. 4, Jama Masjid Building, Opp. Kalva Medical, Ganesh Oil Depot, Kalva, Thane
400 602 |
Independent Director |
12/05/2018 |
08122263 |
| 6 Mr. Sonu Sureshbabu Malgee Sonal Apartment, 1st Floor, Joshiwada, Annaji Sunder
Road, Charai, Thane 400 601 |
Chief Executive Officer |
18/05/2018 |
AOPPM0149B |
| 7 Mr. Anand Jain Flat No. 4, C-46, Sector 10 Shanti Nagar, Mira Road (East) Thane
401107 |
Chief Finance Officer |
02/07/2015 |
AGUPJ8122E |
| 8. Mr. Alind Gupte (appointed w.e.f 13.08.2022) |
Non-Executive, Independent Director |
13/08/2022 |
09703767 |
DIRECTOR RETIRING BY ROTATION
Pursuant to the provisions of section 152 of the Companies Act, 2013 and in accordance
with the articles of association of the company, Mr. Sureshbabu Malge, Director of the
company, retires by rotation at the ensuing annual general meeting and being eligible
offers himself for reappointment. The board of directors of the company recommends his
re-appointment.
INDEPENDENT DIRECTORS
The independent directors have submitted the declaration, confirming that they meet the
criteria of independence as prescribed under both the provisions of the relevant laws.
Further, the independent directors have complied with the code for independent directors
prescribed in schedule IV of the Companies Act, 2013 and code of conduct prescribed for
the directors, management and senior managerial personnel.
Appointments and Resignations during the Financial Year
There was no change in Board composition of the Company during the Financial Year
2021-22.
Mr. Alind Gupte (DIN: 09703767) was appointed as an Additional Director (Non Executive,
Independent Director) of the Company on 13.08.2022.
Mr. Kanwaljit Singh (DIN: 08122223) resigned as Director of the Company on 13.08.2022.
BOARD MEETINGS & COMMITTEE MEETING
Number of meetings of the board of directors:
During the Financial Year 2021-22, 5 (Five) meetings were held of the Board of
Directors of the company.
The date of the meetings of the board held is as under-
| 22-06-2021 |
14-08-2021 |
02-09-2021 |
13-11-2021 |
14-02-2022 |
AUDIT COMMITTEE:
The Company has an Independent Audit Committee which has been formed in pursuance of
Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation,
2015 and Section 177 of the Companies Act, 2013.
The Primary objective of the committee is to monitor and provide effective supervision
of the managements financial reporting process to ensure accurate and timely disclosures,
with the highest level of transparency, integrity and quality of financial reporting.
Details of the composition and attendance of Members of the Audit Committee during the
year 2021-2022 are as follows
The Following are the members of the Audit Committee:
Mr. Jayesh Shah, Non-executive Independent Director, has been appointed as Chairman of
Audit Committee and Mr. Kanwaljit Singh, non-executive Independent Director and Mr. Sumit
Malge, Director, have been appointed as other members of Audit Committee.
Four Audit Committee Meetings were held during the year as below:
| 22-06-2021 |
14-08-2021 |
13-11-2021 |
14-02-2022 |
There were no changes in composition of Audit committee; it remained the same as last
year.
NOMINATION AND REMUNERATION COMMITTEE:
The purpose of this committee of the Board of Directors (‘the Board) shall be to
discharge the Boards responsibilities related to nomination and remuneration of the
Companys Directors and Key managerial personnel.
The Committee has the overall responsibility of approving and evaluating the nomination
and remuneration plans, policies and programs for Directors and Key managerial personnel.
Details of the composition and attendance of Members of the Nomination and Remuneration
committee during the year 2021-2022 are as follows:
Mr. Kanwaljit Singh, Non-executive Independent Director, has been appointed as Chairman
of Nomination and remuneration Committee and Mr. Jayesh Shah, Non-executive and Mr. Sumit
Malge have been appointed as other members of Nomination and Remuneration Committee.
Four Nomination and Remuneration Committee Meetings were held during the year as below:
| 22-06-2021 |
14-08-2021 |
13-11-2021 |
14-02-2022 |
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Committee reviews shareholders complaints and resolution thereof. The Committee
expresses satisfaction with the Companys performance in dealing with investor grievances
and its share transfer system.
Details of the composition and attendance of Members of the Stakeholder relationship
Committee during the year 2021-2022 are as follows:
The Following are the members of the Stakeholder relationship Committee
Mrs. Rizwana Muazzam Rumani, Non-executive Independent Director, has been appointed as
Chairman of Stakeholders Relationship Committee and Mr. Kanwaljit Singh, Non-executive
Independent Director and Mr. Sumit Malge, Director, have been appointed as other members
of Stakeholders Relationship Committee.
Four Stakeholder relationship Committee Meetings were held during the year as below:
| 22-06-2021 |
14-08-2021 |
13-11-2021 |
14-02-2022 |
Independent Directors Meeting
During the year under review, Independent Directors met on 14th February 2022,
inter-alia, to discuss:
Evaluation of the performance of Non-Independent Directors and the Board as whole.
Evaluation of the performance of the Chairman of the Company, taking into account the
views of the Executive and Non-Executive Directors. Evaluation of the quality, quantity
content and timeless of flow of information between the management and the Board.
Particulars of Loan, Guarantees and Investments under Section 186
The provisions of Section 186 are not applicable to Non-Banking Finance Companies.
The Company has not granted any Loan or provided any security, guaranty to related
parties during the year under review.
Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo
As required under Rule 8 (3) of the Companies (Accounts) Rules, 2014, the particulars
relating to the conservation of energy, technology absorption and the foreign exchange
earnings and out go are NIL.
Internal Control and System
Adequate internal controls, systems, and checks are in place, commensurate with the
size of the Company and the nature of its business. The management exercises financial
control on the Companys operations through monitoring and standard operating procedures.
Board Evaluation
Formal Annual evaluation has been made by the Board of its own Performance and that of
its Committees & Individual Directors during the meeting of Board of Directors and by
common discussion with concerned persons.
Particulars of Employees
During the year, there was no employee in receipt of remuneration as prescribed in the
Rule 5(2) of the companies (Appointment and Remuneration of managerial personnel) Rules,
2014 as amended from time to time.
Transfer of Amounts to Investor Education and Protection Fund
There are no amounts due and outstanding to be credited to investor Education and
Protection Fund as 31st March, 2022.
Disclosure on Establishment of a Vigil Mechanism
The Company has Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud
and mismanagement, if any. No personnel had been denied access to the Audit Committee to
lodge their grievances.
Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013
There were no complaints reported under the prevention of Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Fraud Reporting (Required by Companies Amendment Bill, 2014)
No Fraud reported / observed during the financial year 2021 -22.
Particulars of contracts or arrangements with related parties:
The particulars of contracts or arrangements entered into by the Company with related
parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including
certain arms length transactions under the proviso thereto have been disclosed in Form
No. AOC -2, annexed to this Report as “Annexure A”.
Companys policy on directors appointment and remuneration including criteria for
determining qualifications, positive attributes independence of a director:
The Nomination and Remuneration Committee has formulated a policy relating to the
appointment, remuneration and removal of Executive Directors, Key Managerial Personnel and
Other Senior Management Personnel of the Company, in accordance with the provisions of
Section 178 of the Act.
The Remuneration Policy is annexed to the Directors Report as “Annexure B”.
Management Discussion and Analysis Report:
The Management Discussion and Analysis Report for the year on the operations of the
Company, as required under SEBI (Listing Obligation and Disclosure Requirement)
Regulation, 2015 is provided as “ Annexure C” to the Annual Report.
Statutory Auditors
Aauditors M/s. NGST & Associates, Chartered Accountants, (Firm Registration
No135159W),hold office till the ensuing Annual General Meeting.
The Board of Directors recommend appointment of M/s. NGST & Associates,. as
Statutory Auditors of the Company for tenure of 5 years to hold office i.e. till the
conclusion of AGM to be held in the Year 2027.
M/s. NGST & Associates, have given a written confirmation to the company to the
effect that their appointment, if made would satisfy the criteria provided in Section 141
Companies Act 2013 and would also be in conformation within the limits specified in
Section 139 of the Companies Act , 2013.
Auditors Report
The observations made by the Auditors in their Report read with relevant notes as given
in the Notes on Accounts annexed to the Accounts, are self-explanatory and therefore do
not call for any further comments under Section 134 (3)(f) of the Companies Act, 2013.
The Auditors of the Company have not raised any queries or made any Qualifications on
the Accounts adopted by the Board which were then audited by them.
Secretarial Audit Report
A Secretarial Audit was conducted during the year by the Secretarial Auditor, M/s
Shreyas Athavale & Co, Practicing Company Secretaries, Mumbai in accordance with
Provisions of Section 204 of the Act. The Secretarial Auditors Report is attached as
Annexure D and forms part of this Report. There are Qualifications or Observations or
remarks made by the Secretarial Auditor in the report.
Management reply to the observation raised in the Secretarial Audit Report is as under:
| Observation |
Comments by the Board |
| 1. The Compliance with respect to the Website could not be up-to-datedness. |
1. Company is in process of Updating the same. |
| 2. The Company has filed applicable RBI returns on COSMOS Portal and Migration to new
XBRL portal is in Process. |
2.The Company is under process for migrating to New XBRL portal of RBI. |
| 3. Delay in furnishing prior intimation about the meeting of the board of directors
held on 22nd June, 2021 and Company has paid the fine as prescribed by SEBI. |
3. The intimation of Board meeting was inadvertently delayed by the Company and the
fine imposed by SEBI, was paid by the Company. |
Cost Auditors
The Company does not fall under the rrequirements of Appointment of Cost Auditors of
the company and therefore, appointment of cost Auditors are not applicable to the company.
Extract of Annual Return
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual
Return for the financial year ended March 31, 2022 is available on the website of the
Company at www.stephanotis.in
Corporate social responsibility initiatives:
As the Company does not fall under the Class of Companies as prescribed under Section
135 of Companies Act, 2013 and Rules made thereunder, therefore the provisions related to
Corporate Social Responsibility is not applicable to the Company.
Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act 2013, your
directors confirm that:
a) In the preparation of the annual accounts for the financial year ended 31st March,
2022, the applicable accounting standards had been followed along with proper explanation
relating to material departures;
The directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent to give a true and fair view
of the state of affairs of the Company as at 31st March, 2022.
b) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;
c) The directors had prepared the annual accounts on a going concern basis;
d) 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.
e) The proper internal financial controls are in place and that such internal financial
controls are adequate and are operating effectively.
f) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
Acknowledgment
The Directors express their sincere appreciation to the valued shareholders, bankers,
professionals, clients and devoted employees for their support.
|
For Stephanotis Finance Limited |
|
(Formerly Vora Constructions Ltd.) |
| Date: 30th December, 2022 |
Sd/- |
| Place: Mumbai |
Sureshbabu Malge |
|
Chairman & Managing Director |
+91-9892691696
