Dear Members,
Your Directors hereby present the 43rd Annual Report together with the
audited Financial Statements of the Company for the financial year ended 31stMarch,
2023.
FINANCIAL HIGHLIGHTS
The Companys financial performance for the financial year ended 31stMarch,
2023 is summarised below:
|
(Amount in 000.) |
| Particulars |
2022-23 |
2021-22 |
| Revenue from Operations |
36452.21 |
16195.724 |
| Other Income |
- |
- |
| Total |
36452.21 |
16195.724 |
| Profit before Finance Cost, Depreciation & Taxation |
23917.91 |
4,251.91 |
| Less: Finance Cost |
11766.07 |
- |
| Less: Depreciation |
- |
- |
| Profit before Taxation |
12151.84 |
4,25,19,19 |
| Less: Tax Expenses |
3161.55 |
1245.67 |
| Profit after Tax |
8990.29 |
30,06,249 |
| Profit for the year |
8990.29 |
30,06,249 |
DIVIDEND
Your Directors have not recommended any dividend in view of the optimum profit in the
present financial year in order to maintain a healthy capital adequacy ratio to support
long term growth of your company.
RESERVES AND SURPLUS
Your Directors have proposed to transfer Rs. NILto the Statutory Reserve Fund in the
present financial year as per the guideline prescribed by the Reserve Bank of India, being
a Non-Banking Financial Company.
BUSINESS OPERATIONS & OUTLOOK
The Company being anFinance and Investment Company presently invests to acquire, sell,
transfer, subscribe for, hold and otherwise deal in and invest in any shares, bonds,
stocks issued or guaranteed by any Company and also provide financial assistance by way of
private financing to the identified groups.
The business of the Company largely depends on the consumers spending power.
CHANGE IN NATURE OF BUSINESS
There is no change in the nature of business of the Company during the year.
SHARE CAPITAL OF THE COMPANY
The authorised share capital of your company as on 31stMarch, 2023 was Rs.
6,60,00,000 (Rupees SixCroresSixty Lakhs only) divided into 66,00,000 equity shares of Rs.
10/- each (previous year 36,00,000 equity shares of Rs. 10/- each)
The paid up equity share capital of your Company as on 31stMarch, 2023 was
Rs. 6,33,00,000 (Rupees Six Crores Thirty three Lakhs only) divided into 63,30,000 equity
shares of the face value of Rs. 10/- each fully paid up.
RISKS AND AREAS OF CONCERN
The Company has laid down a well defined Risk Management Policy covering the risk
mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A
detailed exercise is being carried out to identify, evaluate, manage and monitor both
business and non-business risks. The Board periodically reviews the risks and suggests
steps to be taken to control and mitigate the same through a properly defined framework.
SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES
The company had no subsidiary, joint venture and associate company during the year
under review.
EXTRACT OF ANNUAL RETURN
An extract of Annual Return in Form No. MGT-9 is annexed to this report as "Annexure
A".
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year there were no changes in Directors and Key Managerial Peersonnel
(d) Declaration from Independent Directors
The Company has received declaration from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed both under Section
149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure.
(e) Annual Performance and Board Evaluation
The Board has devised a policy pursuant to the provisions of the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for
performance evaluation of the Chairman, Board and Individual Directors (including
Independent Directors) and Committees which includes criteria for performance evaluation
of Non-Executive Directors and Executive Directors.
The Board has devised questionnaire to evaluate the performances of Board, Board
Committees and individual Directors and Chair person. he Chairman of respective Board
Committees shared the report on evaluation with the respective committee members. The
performance of each Committee was evaluated by the Board, based on report on evaluation
received from respective Board Committees. The reports on performance evaluation of the
individual Directors were reviewed by the Chairman of the Board.
The evaluation framework for assessing the performance of Directors comprises of the
following key areas:
i. Attendance at Board Meetings and Committee Meetings;
ii. Quality of contribution to Board deliberations;
iii. Strategic perspectives or inputs regarding future growth of Company and its
performance;
iv. Providing perspectives and feedback going beyond information provided by the
management.
v. The details of the programmes for familiarization of Independent Directors with the
Company, their roles, rights, responsibilities in the Company, nature of the industry in
which the Company operates, business model of the Company and related matters are put up
on the website of the Company.
(f) Key Managerial Personnel (KMP)
The Key Managerial Personnel of the Company are as follows:
| Nimit Rajesh Ghatalia |
C.E.O |
| Bina Rajesh Ghatalia |
C.F.O |
| Himani Gupta |
Company Secretary |
MANAGERIAL REMUNERATION AND OTHER DETAILS
The Company earned minimal profit during the year so the Company has not provided any
Managerial Remuneration to the Directors.
AUDIT COMMITTEE AND ITS COMPOSITION
The Audit Committee of the Company reviews the reports to be submitted to the Board of
Directors with respect to auditing and accounting matters. It also overviews the Companys
internal control and financial reporting process.
As on 31stMarch, 2023, the Audit Committee comprised of the following
directors:
| Name |
Designation |
| Lalit Radha Krishna Tulsiani |
Chairman & Independent Director |
| Anil Mandal |
Member, Independent Director |
| Nimit Rajesh Ghatalia |
Member, Executive Director |
Mrs.Himani Gupta, Company Secretary of the Company acts as the Secretary of the Audit
Committee.
MEETINGS OF THE BOARD
During the financial year 2022-2023, the Board met 5 (five) times viz. 13th
April 2022, 28th May 2022, 10th August, 2022, 12th
November, 2022, and 07th February, 2023. The intervening gap between any two
consecutive meetings was within the period as prescribed under the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors, to the best of their knowledge and belief and according to the
information and explanations obtained by them and as required under Section 134(5) of the
Companies Act, 2013 state that:
(a) in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
(b) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit of the Company for that period;
(c) the Directors have 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 have prepared the annual accounts on a going concern basis;
(e) the Directors have 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 have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
DEPOSITS
During the financial year under review, the Company has not accepted any deposits
within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,
2013
Loans, guarantee or Investment as per Section 186 of the Companies Act, 2013 are
provided in the Audit report.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY.
Save as mentioned elsewhere in this Report, no material changes and commitments
affecting the financial position of the Company has occurred between the ends of the
financial year of the Company 31st March, 2023 till the date of this report.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVE
As the company does not have net worth of rupees five hundred croreor more, or turnover
of rupees one thousand crores or more or a net profit of rupees five crore or more during
any financial year, the disclosures as per Rule 9 of Companies (Corporate Social
Responsibility Policy) Rules, 2014 is not applicable.
WHISTLE BLOWER / VIGIL MECHANISM POLICY
As required under section 177(9) & (10) of the Companies Act, 2013, the Company has
established a mechanism for Directors and employees to report concerns about unethical
behaviour, actual or suspected fraud, or violation of code of conduct or ethics policy.
The mechanism also provides for adequate safeguards against victimization of director(s) /
employee(s) who avails of the mechanism and also provides for direct access to the
Chairman of the Audit Committee in the exceptional cases. Vigil Mechanism policy is duly
posted on the website of the company. We affirm that during the financial year 2022-2023,
no employee or director was denied access to the Audit Committee.
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 requires pre-clearance for dealing in the Companys shares and prohibits
the purchase or sale of Company 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 implementation of the Code.
All Board of Directors and the designated employees have confirmed compliance with the
Code.
STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, 2013, and Rules made
thereunder and based on the recommendation of the Audit Committee, the Board of Directors
of the Company has appointed M/s Motilal & Associates LLP, Chartered Accountants,
(Firms Registration No. 106584W), Mumbai as the Statutory Auditors of the Company,
subject to the approval of the Members of the Company in the Companys ensuing Annual
General Meeting. M/s Motilal & Associates LLP, shall hold office for a term of five
years, from the conclusion of the 43rdAnnual General Meeting until the
conclusion of the 48thAnnual General Meeting of the Company to be held in the
year 2028, subject to ratification of their appointment by the members, if required, at
every intervening Annual General Meeting held after this Annual General Meeting. The
proposal of their appointment is included in the Notice of the ensuing
Annual General Meeting for approval of the Members of the Company. M/s Motilal &
Associates LLP has furnished written consent and a confirmation to the effect that they
are ^ not disqualified to be appointed as the Statutory Auditor of the Company in terms of
the provisions of Section 139 of the Companies Act, 2013 and Rules framed thereunder. :
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
: (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board had
appointed CS Parbat Chaudhari, Practising Company Secretary [C.P.No.:22429], to
undertake Secretarial Audit of the Company for the financial year 2022-2023. The
Secretarial Audit Report is annexed to this report as "Annexure B". :
COST AUDITOR i
Our Company being an NBFC, not meeting the criteria of appointing the cost Auditor.
Hence the same is not applicable on our company.
AUDITORS REPORT
There are no qualifications, reservations or adverse remarks or disclaimer made by the
Statutory Auditor in their Auditors report for the financial year 2022-2023. :
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars in respect of conservation of energy, technology absorption, foreign
exchange ) earnings and outgo, is annexed to this report as "Annexure C".
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report have
been made a part of the Annual Report and is annexed to this report as ^ "Annexure
D".
CORPORATE GOVERNANCE
Pursuant to the Regulation 15 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Corporate Governance Report and Certificate of
Non-disqualification of Directors are not applicable to the Company.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOINGCONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
There was no significant or material order passed by any regulator or court or
tribunal, which impacts the going concern status of the Company or will have any bearing
on Companys operations in future.
INTERNAL FINANCIAL CONTROL SYSTEMS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place proper and adequate internal control systems commensurate with
the nature of its business, size and complexity of its operations. Internal control
systems comprising of policies and procedures are designed to ensure reliability of
financial reporting, compliance with policies, procedures, applicable laws and regulations
and that all assets and resources are acquired economically and used efficiently and are
adequately protected.
PREVENTION. PROHIBITION & REDRESSAL OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has in place an internal complaint committee under section 4 of The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During
the year no complaint was filed before the said committee.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their sincere appreciation for the continued
cooperation, guidance, support and assistance extended during the year under report by the
Companys bankers, customers, suppliers, shareholders and the Government agencies. The
Board of Directors wishes to express its appreciation for the valuable contribution made
by the employees and workmen at all levels during the year under report.
|
For and on behalf of the Board of Directors |
|
Worth Investment & Trading Co. Limited |
|
Sd/- |
|
Mihir Rajesh Ghatalia |
|
Director |
|
DIN:00581005 |
|
Sd/- |
|
Nimit Rajesh Ghatalia |
|
Director & CEO |
|
DIN: 07069841 |
| Place: Thane |
|
| Date: 30th May, 2023. |
|
+91-9892691696
