To
The Members,
Your Directors are pleased to present the 38th Annual Report along with
Audited Financial Statements of the Company for the year ended 31st March 2023.
1. FINANCIAL RESULTS
(INR in Million)
| Particulars |
2022-23 |
2021-22 |
| Total Income including exceptional items |
26,308.80 |
15,157.06 |
| Profit / (Loss) Before Depreciation |
789.70 |
607.85 |
| Less : Depreciation |
9.08 |
13.28 |
| Profit / (Loss) Before Tax |
214.57 |
139.63 |
| Less : Income Tax |
63.85 |
58.17 |
| Less : Deferred Tax |
0.30 |
2.24 |
| Profit / (Loss) After Tax from Continuing Operations |
150.42 |
79.21 |
| Profit / (Loss) After Tax from Discontinuing Operations |
0 |
0 |
| Profit / (Loss) for the year |
150.42 |
79.21 |
| Other Comprehensive Income Net of Tax |
(3.47) |
(0.81) |
| Total Comprehensive Income for the year |
146.95 |
78.41 |
The Financial Statements of the Company, prepared in accordance with Indian Accounting
Standards (IND AS) including the rules notified under the relevant provisions of the
Companies Act, 2013, form part of the Annual Report and Accounts.
2. RESULT OF OPERATIONS AND THE STATE OF AFFAIRS
The Profit before Tax from Continuing Operations for the year 2022-23 is INR 214.57
Million as against the profit of INR 139.63 Million in the previous year. Profit after Tax
from Continuing Operations in 2022-23 stood at INR 150.42 Million as against the profit of
INR 79.21 in Million in the previous year.
Your Companys total income during the year under review was INR 26,308.80 Million as
compared to INR 15,157.06 Million in the previous year.
3. RESERVES
During the year under review, no amount was transferred to General Reserve during the
year under review.
4. DIVIDEND
In order to conserve resources of the Company for continuing its business operations
and due to COVID-19 pandemic, the Company has not declared dividend. The dividend
distribution policy of the Company is available on the website of the Company at
https://www.indiaforexonline.com/invester-pdf/DelphiPolicies/DIVIDEND%20DISTRIBUTION%20POLICY.pdf.
5. SHARE CAPITAL
During the year under review, there was no change in the share capital of the Company.
The Authorised Share Capital of the Company is INR 15,00,00,000/- and the paid up Equity
Share Capital of the Company is INR 11,12,78,900/- comprising of 1,11,27,890 equity shares
of INR 10/- each.
6. SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES
The Company has no subsidiary Company/ Associate Company/ Joint Venture, accordingly no
AOC-1 required. The Company is the subsidiary of EbixCash World Money Limited.
The Company has adopted a Policy for determining the criteria of Material Subsidiary
which can be viewed on the Companys website at
https://www.indiaforexonline.com/invester-pdf/DelphiPolicies/
POLICY%20FOR%20DETERMINING%20MATERIAL%20SUBSIDIARIES.pdf.
7. DEPOSITS
The Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the
Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the
requirement of providing details relating to deposits as also of deposits which are not in
compliance with Chapter V of the Act, is not applicable.
8. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES
Particulars of loans given, investments made, guarantees given and securities provided
along with the purpose are given in the notes to the Financial Statement.
9. INTERNAL FINANCIAL CONTROLS OVER FINANCIAL STATEMENT
The details in respect of internal controls and internal financial controls and their
adequacy are included in the Management Discussion and Analysis, which forms a part of
this Report.
10. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arms length
basis.
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: https:// www.indiaforexonline.com/invester-pdf/DelphiPolicies/
POLICY%20ON%20RELATED%20PARTY%20TRANSACTIONS.pdf. Your Directors draw attention of the
members to Notes to the financial statement, which sets out related party disclosures.
11. CORPORATE GOVERNANCE REPORT
The Company has complied with the requirements of Corporate Governance as stipulated
under the Listing Regulations and accordingly, the Corporate Governance Report and the
requisite Certificate from SRC & Co., regarding compliance with the conditions of
Corporate Governance forms a part of this Report.
12. COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has complied with the Secretarial Standards
issued by the Institute of Company Secretaries of India.
13. CREDIT RATING
The Credit rating obtained by the Company during the year under review are as under:
| Credit Rating Agency |
Facilities |
Rating |
| Care Edge Ratings |
Long Term Bank Facilities |
CARE BBB+; Stable (Triple B Plus; Outlook: Stable) |
|
Short Term Bank Facilities |
CARE A2 (A Two) |
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Re-appointment / Appointment
During the period under review, the Company had regularised Mr. Hariprasad Meenoth
Panichikkil (DIN: 09473253) and Ms. Sheetal Singh (DIN: 09471846) as the Directors through
Postal Ballot dated 03rd May 2022.
Mr. Satya Bushan Kotru (DIN: 01729176), Non-Executive Director, retires by rotation at
the upcoming annual general meeting ("AGM") of the Company and being eligible,
has offered himself for re-appointment as per the provisions of the Act. A resolution
seeking approval of the shareholders for his re-appointment forms part of the Notice of
the AGM.
Resignation / Cessation
During the period under review, Mr. Jyoti Kachroo (DIN: 01482473) has resigned from the
position of Non Executive Independent Director of the Company w.e.f. 27th
September, 2022.
Your Directors place on record his appreciation for the valuable contribution and
support provided by him during his tenure.
Declarations and Confirmation on Independent Director(s)
The Company has received necessary declaration from each independent director under
Section 149 of the Act that he and she meet the criteria of independence laid down under
the Act and SEBI Listing Regulations;
The Board has reviewed integrity, expertise and experience (including the proficiency)
of the independent directors appointed during the year; and
The Board has confirmed that the independent directors fulfil the conditions specified
in the SEBI Listing Regulations and are independent of the management.
15. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134 of the Companies Act, 2013 with respect
to Directors Responsibility Statement, it is hereby confirmed by the Board of Directors:
-
a. that in the preparation of the annual accounts for the financial year ended 31st
March, 2023, the Indian Accounting Standards (Ind AS) has been followed along with proper
explanation relating to material departures;
b. that they had selected such accounting policies and applied them consistently and
made judgments and estimates that were 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 the year ended on that period.
c. that they 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;
d. that they had prepared the accounts for the financial year ended 31st
March, 2023 on a ‘going concern basis.
e. that they had laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and are operating effectively; and
f. that they had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
16. STATEMENT INDICATING THE MANNER IN WHICH FORMAL
EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES
AND INDIVIDUAL DIRECTORS
Pursuant to provisions of the Companies Act and the Listing Regulations, the Board has
carried out the annual performance evaluation of its own performance, performance of the
Chairman, the Committees and Independent Directors without participation of the relevant
Director.
The Nomination and Remuneration Committee of the Board continuously evaluates the
performance of the Board and provides feedback to the Chairman of the Board.
The Independent Directors had a separate meeting without the presence of any
non-independent directors and management and considered and evaluated the Boards
performance, performance of the Chairman and other non-independent directors and shared
their views with the Chairman.
17. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Committee selects the candidate to be appointed as the
Director on the basis of the requirement and enhancing the competencies of the Board of
the Company.
The current policy is to have a balance of executive, non-executive Directors and
Independent Directors to maintain the independence of the Board and to separate its
functions of governance and management. The composition of Board of Directors during the
year ended March 31, 2023 are in conformity with Regulation 17 of the SEBI (Listing
Obligations and Disclosures Requirements) Regulations 2015 read with Section 149 of the
Companies Act, 2013.
The policy of the Company on directors appointment, including criteria for determining
qualifications, positive attributes, independence of a director and other matters, as
required under sub-section (3) of Section 178 of the Companies Act, 2013 and the
remuneration paid to the directors are governed by the Nomination and Remuneration Policy
of the Company. The remuneration policy as above is also available on the website of the
company https://
www.indiaforexonline.com/invester-pdf/DelphiPolicies/NOMINATION%20AND%20REMUNERATION%20POLICY.
18. CORPORATE SOCIAL RESPONSIBILTY (CSR)
The key philosophy of all CSR initiatives of the Company is to continue commitment by
business to contribute to economic development while improving quality of life of
workforce and their families as well as society at large.
The Companys CSR initiatives is on the focus areas approved by the Board benefiting
the community. The obligation for spending the funds on CSR activities for the year
2022-23 was approximately INR 8.80 million and the Company had spent an amount of INR 8.94
million. The Annual Report on CSR activities is annexed as a separate Annexure I.
The Company has constituted CSR committee the details of which are given in Corporate
Governance Report and also a CSR policy is formulated which is uploaded on the website of
the Company: https://www.indiaforexonline.com/invester-pdf/DelphiPolicies/
CSR%20POLICY.pdf.
19. MATERIAL CHANGES AND COMMITMENTS
In terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere
in this Report, no material changes and commitments which could affect the Companys
financial position have occurred between the end of the financial year and the date of
this Report.
20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
No orders have been passed by any Regulator or Court or Tribunal which can have
significant impact on the going concern status and the Companys operations in future.
21. ANNUAL RETURN
Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Companies Act, 2013,
the Annual Return for the financial year ended 31st March 2023 is uploaded on
the website of the company at www.indiaforexonline.com.
22. REPORTING OF FRAUDS
There was no instance of fraud during the year under review, which required the
Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12)
of the Act and Rules framed thereunder.
23. DISCLOSURE OF PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE
EARNINGS AND OUTFLOW
Pursuant to Section 134 of the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014, disclosure of particulars regarding Conservation of Energy, Research and
Development, Technology Absorption are not applicable to the Company. The details of
Foreign exchange earnings and outgo are as follows:
(INR in Million)
| Particulars |
Year Ended March 31, 2023 |
Year Ended March 31, 2022 |
| Foreign Exchange |
0 |
0 |
| Earnings in Foreign Exchange |
0 |
0 |
| Exports of Foreign Currency |
0 |
0 |
| Receipts from Money Transfer |
59,135.87 |
61,048.95 |
| Expenditure in Foreign Exchange |
0 |
0 |
| Travelling expenses |
0 |
0 |
| Commission payments |
14.48 |
7.20 |
| Import of Foreign Currency |
0 |
0 |
24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBIITION AND REDRESSAL) ACT, 2013
The Company has a policy for prevention of sexual harassment of women at workplace and
also complied with provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
The Company for equal employment opportunity provides and is committed to creating a
healthy working environment that enables employees to work without fear of prejudice,
gender bias and sexual harassment. The Company also believes that all employees of the
Company have the right to be treated with dignity. Sexual harassment at the work place or
other than work place, if involving employees, is a grave offence and is, therefore,
punishable.
No complaint received in relation to Sexual Harassment of Women at Workplace
(Prevention, Protection, and Redressal) Act, 2013. During the year under review and their
breakup is as under:
a) No. of Complaints filed during the financial year ended 31.03.2023 : NIL
b) No. of Complaints disposed of during the financial year :NIL
c) No. of pending Complaints as on 31.03.2023 : NIL
25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis, as stipulated under Regulation 34 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 forming part of this report has
been given under separate section.
26. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Transfer of Unclaimed Dividend to IEPF
As required under Section 124 of the Act, the Unclaimed Dividend amount aggregating to
INR 20,97,638/- pertaining to the financial year 2014-15 lying with the Company for a
period of seven years were transferred during the financial year 2022-23, to the Investor
Education and Protection Fund established by the Central Government.
Transfer of shares to IEPF:
As required under Section 124 of the Act 2013, 20,206 equity shares, in respect of
which dividend has not been claimed by the members for seven consecutive years or more,
have been transferred by the Company to the Investor Education and Protection Fund
Authority (IEPF) during the financial year 2022-23.
27. AUDITORS & THEIR REPORT
STATUTORY AUDITORS
The members of the Company had appointed T R Chadha & Co LLP, Chartered Accountants
(Firm Registration No. 006711N/ N500028) as Statutory Auditors of the Company for a term
of 5 (five) consecutive years from conclusion of 35th Annual General Meeting
until the conclusion of 40th Annual General Meeting. The Auditors have
confirmed that they are not disqualified from continuing as Auditors of the Company.
Auditors remarks in their report read with the notes to accounts referred to by them
are self-explanatory. There has been no fraud reported by the Statutory Auditors of the
Company.
SECRETARIAL AUDITOR
The Board has appointed M/s SRC & Co., Company Secretaries, as Secretarial Auditor
pursuant to the provisions of Section 204 of the Companies Act, 2013. The Report of the
Secretarial Auditor is annexed to the Report as per Annexure II.
The Secretarial Audit Report for the financial year ended March 31, 2023, states that
during the period under review, the Company has complied with the provisions of the Act,
Rules, Regulations, Guidelines, Standards, etc. except to the extent as mentioned below:
1. Minimum Public Shareholding (MPS) requirements (25%) specified in Rule 19(2)
and Rule 19A of the Securities Contracts (Regulation) Rules, 1957 in the manner as
specified by the Board from time to time but subsequent to the open offer made by Acquirer
EbixCash World Money Limited under SEBI SAST, the Public shareholding of the Company fell
to 10.06% on 28h June, 2019 and was 10.45% as on 31st March, 2023. As per SEBI Circular
No.: SEBI/HO/ CFD/CMD1/CIR/P/2021/81 dated 14 May, 2020 read with rule 19A of the
Securities Contracts (Regulation) Rules, 1957 the Company had to comply with the MPS
requirements of 25% by 31st August, 2020 however the Company failed to comply with MPS
within the time limit provided. The company received notices of penalty in this regard
from both Stock Exchanges and has paid the required fines.
2. As per the NSE Letter bearing No. NSE/LIST/MPS/0257 dated March 14, 2023, the
action of freezing has been initiated against the Promoters and Promoters Group due to
non-compliance with Regulation 38 of SEBI (Listing Obligations and Disclosure
Requirements.
The Company is in process of complying with these provisions.
28. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
A statement comprising the names of top 10 employees in terms of remuneration drawn and
every person employed throughout the year, who were in receipt of remuneration in terms of
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is not being sent along with this annual report to the members of the Company in line
with the provisions of Section 136 of the Act. Members who are interested in obtaining
these particulars may write email to the Company Secretary on corp.relations@ebixcash.com.
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are provided in the Annual Report as
Annexure-III.
29. MAINTAINENCE OF COST RECORDS AND AUDIT
Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the
business activities carried out by the Company.
30. DISCLOSURE:
MEETINGS OF THE BOARD
During the year under review, the Board of Director of the Company met 5 (Five) times.
These meetings of the Board of Directors were held on 16th May 2022, 25th
July 2022, 9th August 2022, 11th November 2022 and 13th
February 2023.
The composition of Board of Directors as on 31st March 2023 is in conformity
with Regulation 17 of the SEBI (Listing Obligations and Disclosures Requirements)
Regulations 2015 (SEBI Listing Regulations) read with Section 149 of the Companies Act,
2013 or other applicable provisions & circulars. For further details, please refer
Report on Corporate Governance attached to this Annual Report.
INDEPENDENT DIRECTOR
During the year under review, the Independent Directors of the Company met once on 15th
March 2023. For further details, please refer Report on Corporate Governance attached to
this Annual Report.
AUDIT COMMITTEE
During the Financial Year, the Board had reconstituted the Audit Committee, as Mr.
Jyoti Kachroo has been resigned from the Company and as on 31st March, 2023,
the Audit Committee comprised of 2 Independent Directors and 1 Non-Executive
Director as its members. The Chairman of the Committee is an Independent Director. The
Members possess adequate knowledge of accounts, audit, finance, etc.
The composition of the Audit Committee is in conformity with requirements as per the
Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange
Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.
During the year ended 31st March 2023, the Committee met 5 (five) times on
16th May 2022, 25th July 2022, 9th August 2022, 11th
November, 2022 and 13th February 2023. For further details, please refer Report
on Corporate Governance attached to this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE
During the Financial Year, the Board had reconstituted the Nomination &
Remuneration Committee, as Mr Jyoti Kachroo has been resigned from the post of
Chairmanship of the Committee and as on 31st March 2023, the Nomination and
Remuneration Committee comprised of 2 Independent Directors and 1 Non-Executive Director.
The Chairman of the Committee is an Independent Director.
The Composition of the Nomination and Remuneration Committee is in conformity with
requirements of section 178 the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015
During the year ended 31st March 2023 the Committee met 1 (one) time on 15th
March 2023. For further details, please refer Report on Corporate Governance attached to
this Annual Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
During the Financial Year, the Board had reconstituted the Stakeholders Relationship
Committee, as Mr Jyoti Kachroo has been resigned from the post of Membership of the
Committee and as on 31st March 2023, the Stakeholders Relationship Committee
comprised of 1 Independent Director and 2 Non-Executive Director. The Chairman of the
Committee is a Non-Executive Director.
The Composition of the Stakeholders Relationship Committee are in conformity with the
requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
During the year ended 31st March, 2023 the Committee met 4 (four) times on 9th
August 2022, 9th September 2022, 17th February 2023 and 24th March
2023. For further details, please refer Report on Corporate Governance attached to this
Annual Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
During the Financial Year, the Board had reconstituted the Corporate Social
Responsibility Committee, as Mr Jyoti Kachroo has been resigned from the post of
Membership of the Committee and as on 31st March, 2023, the Corporate Social
Responsibility Committee comprised of 1 Independent Director and 2 Non-Executive
Directors.
The Composition of the CSR Committee is in conformity with requirements of the
Companies Act, 2013. During the year ended 31st March 2023 the Committee met once on 15th
March 2023.
RISK MANAGEMENT COMMITTEE
As on 31st March 2023, the Risk Management Committee comprised of 1
Independent Director and 2 Non-Executive Directors. The Composition of the Risk Management
Committee is in conformity with requirements of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
During the year ended 31st March 2023 the Committee met 2 (two) times on 28th
June 2022 and 25th November 2022.
Risk Management Committee which has been entrusted with the responsibility to assist
the Board in (a) overseeing and approving the Companys enterprise wide risk management
framework; and (b) identifying and assessing that all the risks that the organization
faces such as strategic, financial, credit, market, liquidity, security, property, IT,
legal, regulatory, reputational and other risks and to ensure that there is an adequate
risk management infrastructure in place capable of addressing those risks. The Risk
Management Policy was reviewed and approved by the Committee.
The Company manages, monitors and reports on the principal risks and uncertainties that
can impact its ability to achieve its strategic objectives. The Companys management
systems, organisational structures, processes, standards, code of conduct and behaviours
together form the Management System that governs how the Company conducts the business and
manages associated risks.
VIGIL MECHANISM
The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in
terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. No
complaint was received during the year and was pending at the end of the year.
The Policy on vigil mechanism and whistle blower may be accessed on the Companys
website at https:// www.indiaforexonline.com/invester-pdf/DelphiPolicies/
WHISTLE%20BLOWER%20POLICY.pdf.
31. ACKNOWLEDGEMENT
Your Directors express their grateful appreciation to concerned Departments of Central
/ State Governments, Financial Institutions & Bankers, Western Union Financial
services Inc., Customers and Vendors for their continued assistance and cooperation. The
Directors also wish to place on record their deep sense of appreciation for the committed
services of the employees at all levels. They are also grateful for the confidence and
faith that you have reposed in the Company as its member.
FOR AND ON BEHALF OF THE BOARD
| PLACE : NOIDA |
SATYA BUSHAN KOTRU |
| DATE : 10.08.2023 |
CHAIRMAN |
+91-9892691696
