The Directors have pleasure in presenting the 38th Annual Report, together
with the audited accounts for the year ended 31st March 2023.
1. FINANCIAL HIGHLIGHTS
(Rs. In Lakhs)
Particulars |
2022-23 |
2021-22 |
Total income |
335 |
126 |
Less: Expenditure |
144 |
101 |
Profit before tax & exceptional items |
191 |
25 |
Less: Exceptional items |
- |
- |
Less: Current Tax |
46 |
12 |
Profit after tax |
145 |
12 |
2. OPERATIONS
a) Income: The income of the Company for the year under review was Rs.335 Lakhs as
against Rs.126 Lakhs during the previous year.
b) Net Profit: The profit after tax for the year is Rs.145 Lakhs as against Rs.12 Lakhs
during the previous year.
3. MANAGEMENT DISCUSSION AND ANALYSIS
a) Classification by Reserve Bank of India (RBI): The Company is registered with RBI as
Non Deposit taking Non-Banking Financial Company (NBFC-ND) and holds a valid certificate
of Registration.Your Company is generally complying with the directions of the Reserve
Bank of India issued from time to time.
b) Business Review: The Company is currently carrying on the business of short term and
long term financing to both corporate and non-corporate entities. Further the Company
continues to concentrate upon recovery of overdue receivables. Even while pursuing the
legal route, the company attempts negotiations with customers for early recovery of debts.
c) Future Outlook: The Company is confident of doing better business in the form of
short term and long term financing (both secured and unsecured).
Report on Management Discussion and Analysis forms part of this Annual Report.
4. DIVIDEND
In order to plough back the profits, your directors do not recommend any dividend for
the year.
5. TRANSFER TO RESERVES
An amount of Rs.29.04 Lakhs has been transferred to Special Reserve as per the
requirement under Section 45 IC of the Reserve Bank of India Act, 1934. The company has
not transferred any amount to the general reserves.
6. ANNUAL RETURN
The annual return is available for inspection of the members at the registered office
of the Company and same shall also be uploaded in the website of the Company www.uflindia.com.
7. CORPORATE GOVERNANCE
Clause 15(2)(a) of SEBI (Listing Obligations and Disclosure Requirements) (LODR)
Regulations 2015 prescribes that, Clause 27 (submission of Quarterly Corporate Governance
Report) of LODR Regulations is not applicable for Companies having paid up equity share
capital not exceeding Rs.10 Crores and Net worth not exceeding Rs.25 Crores as on the last
day of the previous year. The paid up capital of the company is Rs.4.27 Crores and the net
worth is less than Rs.25 Crores as at 31.03.2023. Hence, clause 27 is not applicable to
the Company and the report on Corporate Governance is not provided.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The composition of the company's board is in conformity with the applicable provisions
of the Companies Act, 2013 with regard to Independent Directors and women directors as on
31st March 2023.
Ms. Rekha Jain and Ms. Bhavika M Jain, Directors, are liable to retire by rotation at
the ensuing Annual General Meeting and being eligible offers themselves for
re-appointment. The board recommends their re-appointment as directors of the Company.
Mr. Vikash Mahipal has resigned as Chief Executive Officer (CEO) & Chief Financial
Officer (CFO) of the Company w.e.f 01.09.2022.
Mr. S Mohan Kumar have been appointed as the Chief Executive Officer (CEO) & Chief
Financial Officer (CFO) of the Company w.e.f 01.09.2022.
Mr. J Akash Jain (DIN: 09688787) and Mr. Bharat Kumar Dughar (DIN: 07996160) was
appointed as an Independent Directorsfor a term of five consecutive years w.e.f.
30.07.2022 and 30.09.2022 respectively.
Mr. Biswajit Chaudhury (DIN: 08611223) and Mr. Naressh Mahendra Kumar Jain (DIN:
08102162), Independent Directors of the Company resigned from the Board with effect from
30.07.2022.
Ms. Monika Kedia resigned as Company Secretary & Compliance officer of the Company
w.e.f. 04.05.2022.
Mr. S Gokul Raja was appointed as Company Secretary and Compliance Officer of the
Company w.e.f 01.08.2022 and resigned w.e.f. closing business hours of 03.02.2023.
Ms. Monika Kedia has been appointed as the Company Secretary & Compliance Officer
of the Company with effect from 16.06.2023.
Code of Conduct
The Board members and senior management personnel have affirmed compliance with the
Code for the year ended 31stMarch 2023.The Code of Conduct for Board members
and senior management of the Company has been placed on the Company's website and can be
accessed at www.uflindia.com
9. DIRECTORS' RESPONSIBILITY STATEMENT
The Directors confirm 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 year.
c) The directors have 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) The directors have prepared the annual accounts on a going concern basis.
e) The directors have laid down internal financial controls which 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.
10. DECLARATION BY INDEPENDENT DIRECTORS
The independent directors have submitted the declaration of independence, as required
pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria
of independence as laid down section 149(6) of the Companies Act, 2013. In the opinion of
the board, the independent directors fulfill the conditions specified in the Act and the
rules made there under for appointment as independent directors and confirm that they are
independent of the management.
11. SEPERATE MEETING OF INDEPENDENT DIRECTORS
As stipulated by the Code for Independent Directors under the Companies Act, 2013 a
separate meeting of the Independent Directors of the Company was held to review the
performance of the Board as a whole taking into account the views of the non-executive
director. The independent Directors also reviewed the quality, content and timeliness of
the flow of information between the Management and the Board and its committees, which is
necessary to effectively and reasonable perform and discharge their duties.
12. MEETING OF BOARD OF DIRECTORS
14 Board Meetings were held during the year on 14.04.2022, 04.05.2022, 30.05.2022,
30.06.2022, 30.07.2022, 14.08.2022, 01.09.2022, 06.09.2022, 30.09.2022, 14.11.2022,
18.01.2023, 25.01.2023 03.02.2023 and 27.02.2023.
S.No |
Name of Director |
No. of Meetings |
|
|
Entitled to attend |
Attended |
1 |
Ms. Bhavika M Jain |
14 |
14 |
2 |
Ms. Rekha M Jain |
14 |
14 |
3 |
Ms. Khushbu M Jain |
14 |
14 |
4 |
Mr. Naressh M Jain* |
5 |
5 |
5 |
Mr. Biswajit Chaudhury* |
5 |
1 |
6 |
Mr. Bharat Kumar Dughar# |
5 |
5 |
7 |
Mr. Jadav Chand Jain Akash JainA |
9 |
9 |
* Resigned from the Board w.e.f 30.07.2022
# Appointed as an Independent director w.e.f 30.09.2022 A Appointed as an
Independent Director w.e.f 30.07.2022
13. COMMITTEES OF THE BOARD
The Board has three committees constituted as per the Companies Act, 2013, namely Audit
Committee, Nomination and Remuneration Committee and Stakeholder's Relationship Committee.
a) Audit Committee:
The Committee as on 31st March 2023 comprised of the following Directors as
its Members:
Name of Member |
Designation |
Category |
Mr. Bharat Kumar Dughar |
Chairman |
NEID |
Mr. Jadav Chand Jain Akash Jain |
Member |
NEID |
Ms. Bhavika M Jain |
Member |
NED |
The Committee met 4 times during the year on 30.05.2022, 14.08.2022, 14.11.2022 and
03.02.2023. The details of attendance in committee meetings are as follows:
S. No |
Name of Member |
Designation |
Category |
No. of Meetings |
|
|
|
|
Entitled to attend |
Attended |
1 |
Mr. Naressh M Jain* |
Chairman |
NEID |
1 |
1 |
2 |
Mr. Biswajit Chaudhury* |
Member |
NEID |
1 |
1 |
3 |
Ms. Bhavika M Jain |
Member |
NED |
4 |
4 |
4 |
Mr. Bharat Kumar Dughar# |
Chairman |
NEID |
2 |
2 |
5 |
Mr. Jadav Chand Jain Akash JainA |
Member |
NEID |
3 |
3 |
6 |
Ms. Rekha M Jain@ |
Member |
NED |
1 |
1 |
* Resigned from the Board w.e.f. 30.07.2022 and consequently ceased as Chairman and
member of the Committee.
a Appointed as Chairman w.e.f. 30.07.2022 and re-designated as member w.e.f. 30.09.2022
@ Appointed as member w.e.f. 30.07.2022 and ceased w.e.f. 30.09.2022
# Appointed as Chairman of the Committee w.e.f 30.09.2022
The terms of reference of the Audit Committee interalia include the recommendation for
appointment, remuneration and terms of appointment of auditors of the company,
examinations of the financial statement and the auditor'sreport thereon and other matters
specified for audit committees under Section 177 of the Companies Act, 2013 and SEBI
Listing Regulations, 2015.
b) Nomination and Remuneration Committee:
The Committee as on 31st March 2023 comprised of the following Directors as
its Members:
Name of Member |
Designation |
Category |
Mr. Bharat Kumar Dughar |
Chairman |
NEID |
Ms. Bhavika M Jain |
Member |
NED |
Mr. Jadav Chand Jain Akash Jain |
Member |
NEID |
The Committee met 3 times during the year on 30.07.2022, 01.09.2022 & 06.09.2022.
The details of attendance of meetings are as follows;
Name of Member |
Designation |
Category |
No. of Meetings |
|
|
|
Entitled to attend |
Attended |
Mr. Bharat Kumar Dughar @ |
Chairman |
NEID |
0 |
0 |
Ms. Bhavika M Jain |
Member |
NED |
3 |
3 |
Ms. Rekha M Jain# |
Member |
NED |
2 |
2 |
Mr. Naressh M Jain* |
Chairman |
NEID |
1 |
1 |
Mr. BiswajitChaudhury* |
Member |
NEID |
1 |
1 |
Mr. Jadav Chand Jain Akash JainA |
Member |
NEID |
2 |
2 |
@ Appointed as Chairman w.e.f. 30.09.2022
# Appointed as member w.e.f. 30.07.2022 and ceased w.e.f. 30.09.2022
* Resigned from the Board w.e.f. 30.07.2022 and consequently ceased as Chairman and
member of the Committee
a Appointed as Chairman w.e.f. 30.07.2022 and re-designated as member w.e.f. 30.09.2022
The Board has, on the recommendation of the Nomination and Remuneration Committee
framed a policy for selection and appointment of Directors, senior management and key
managerial personnel and the remuneration of directors, key managerial personnel and other
employees. The Nomination and Remuneration Policy is attached in Annexure I of this
report.
c) Stakeholders Relationship Committee
The Committee as on 31st March 2023 comprised of the following Directors as
its Members:
Name of Member |
Designation |
Category |
Ms. Bhavika M Jain |
Chairman |
NED |
Mr. J Akash Jain |
Chairman |
NEID |
Mr. Bharat Kumar Dughar |
Member |
NEID |
The Committee met once during the year on 03.02.2023. The details of attendance of the
committee meeting is as follows
Name of Member |
Designation |
Category |
No. of Meetings |
|
|
|
Entitled to attend |
Attended |
Ms. Bhavika M Jain |
Chairman |
NED |
1 |
1 |
Mr. Bharat Kumar Dughar |
Member |
NEID |
1 |
1 |
Mr. J Akash Jain |
Member |
NEID |
1 |
1 |
14. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Board has adopted a policy on Whistle Blower Policy (vigil mechanism) in accordance
with the provisions of the Companies Act, 2013, which provides a framework to report
instances of unethical behavior, actual or suspected, fraudor violation of the Company's
Code of Conduct. It protects every stakeholder(s), who is/are willing to raise a concern
about serious irregularities within the Company and also provides direct access to the
Chairman of the Audit Committee.
15. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, evaluation of all the Board
members, its committees and the Board as a whole was done on an annual basis, as per the
criteria for performance evaluation framework laid down by the Nomination and Remuneration
Committee and approved by the Board. The Directors expressed their satisfaction with the
evaluation results.
16. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
None of the employees draws remuneration of Rs. 8,50,000/- or above per month and
Rs.1,02,00,000/- or above per year. Hence, details of the employees of the Company as
required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are not furnished.
Having regard to the provisions of Section 136(1) read with its relevant proviso of the
Companies Act, 2013, the disclosure pertaining to remuneration and other details 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, forming part
of the Annual Report, is available for inspection at the registered office of the company
during working hours. Any member interested in obtaining such information may write to the
Company Secretary and the same will be furnished without any fee and free of cost.
17. AUDITORS
a) STATUTORY AUDITORS
M/s. VENKAT AND RANGAA LLP (FRN:004597s), Chartered Accountants, Chennai, were
appointed, as the Statutory Auditors of the Company in the 36th Annual General
Meeting held on 30.09.2021 to hold office until the conclusion of 41st Annual
General Meeting to be held on 2026. The Company has received confirmation from them that
their appointment is within the limits specified in the Act and is eligible to continue as
Auditors of the Company.The observations made by the Auditors in their report are
self-explanatory.
b) SECRETARIAL AUDITORS
Pursuant to Section 204 of the Companies Act, 2013 read with Companies (Appointment and
Remuneration of Managerial personnel) Rules, 2014, the Board of Directors have appointed
M/s. A.K. JAIN & ASSOCIATES, Company Secretaries in Practice, Chennai as the
Secretarial Auditors of the Company to conduct the Secretarial Audit for the financial
year 2022-2023. The Secretarial AuditReport in Form MR - 3 is enclosed vide Annexure II
and forms part of this report. The reply given by the board on remarks made by the
Secretarial Auditor are as follows:
Observation |
Reply |
The disclosure under Regulation 7(3) for the year ended 31st March, 2022,
was submitted belatedly with the stock exchange |
The Company will ensure there is no delay in submission in future. |
c) INTERNAL AUDITORS
The Board of Directors, as per the recommendation of Audit Committee, appointed M/s.
SIDHARTH MEHTA & Co., Chartered Accountants, Chennai (FRN: 008108S) as Internal
Auditor.
19. INTERNAL FINANCIAL CONTROLS
The Company has an adequate system of internal controls to ensure accuracy of
accounting records, compliance with all laws & regulations and compliance with all
rules, procedures & guidelines prescribed by the applicable statues.
20. RISK MANAGEMENT
As the Company is engaged in the business of lending/financing, it is exposed to the
several systematic and unsystematic risks. The Board also reviews the risks and corrective
actions and mitigation measures are taken as and when needed.
21. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
Your Company believes in providing a safe and harassment freeworkplace for every
individual working in the Company's premises throughvarious interventions and practices.
The Company always endeavours to createand provide an environment that is free from
discrimination and harassmentincluding sexual harassment.There were no complaints / cases
pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
22. CHANGE IN NAME OF THE COMPANY:
There is no change in the name of the Company during the year under review.
23. SHARE CAPITAL:
(a) During the year under review, the Company has increased its authorised capital from
Rs.10 Crores (divided into 50 Lakhs equity shares of Rs.10/- each and 5 Lakhs Cumulative
Redeemable Preference shares of Rs.100/- each) to Rs.15 Crores (divided into 100 Lakhs
equity shares of Rs.10/- each and 5 Lakhs Cumulative Redeemable Preference shares of
Rs.100/- each) and accordingly altered the Memorandum and Articles of Association of the
Company.
(b) The Company has on 10.04.2023 allotted 21,59,250 equity shares of Rs.10/- each at a
premium of Rs.30/- per share on Preferential basis to Promoters and Non-Promoters and
obtained necessary Listing and Trading approval from the Stock Exchange.
(c) The Company has on 01.09.2023 allotted 24,72,500 equity shares of Rs.10/- each at a
premium of Rs.30/- per share on Preferential basis to Promoters and Non-Promoters.
Necessary application will be submitted with the Stock exchange to obtain Listing and
Trading approval
24. GENERAL
The company has complied with the provisions of secretarial standards issued by the
Institute of Company Secretaries of India in respect of meetings of the board of directors
and general meetings held during the year.
There were no material changes and commitments, affecting the financial position of the
Company, which have occurred between the end of the financial year of the Company to which
the financial statements relate and the date of the report.
The Company has nothing to report/disclose in respect of the following items as
detailed below:
a) The Company has no subsidiary, associate or Joint venture companies and hence
reporting on the performance and financial position of them as per AOC 1 and preparation
of consolidated financial statements are not applicable to the company.
b) There is no change in the nature of business of the Company during the year.
c) No company have become or ceased to be its subsidiaries, joint ventures or
associates during the year under review.
d) During the year under review, the Company has not accepted any deposits from the
public within the meaning of Section 73 of the Companies Act, 2013.
e) There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and company's operations in future.
f) The company has not issued sweat equity shares to the employees under any scheme
during the year under review.
g) The Company has not bought back any shares, nor issued bonus shares during the year.
h) The company was not required to constitute a CSR Committee as the company has not
met any of the thresholds mentioned in Section 135 of the Companies Act, 2013 during the
financial year under review. Hence reporting about policy on Corporate Social
responsibility and the initiatives taken are not applicable to the company.
i) The provisions of section 186 is not applicable to the company and hence reporting
under section 186 on loans, guarantees and investments does not arise.
j) There were no contracts or arrangements with related parties referred to in
sub-section (1) of Section 188. Hence, Form AOC-2 pursuant to the Companies (Accounts)
Rules 2014 is not enclosed.
k) The Company has nothing to report on conservation of energy and technology
absorption. There were no foreign exchange earnings or outgo for the company during the
year.
l) Neither any application was made nor are any proceedings pending under the
Insolvency and Bankruptcy Code, 2016.
m) During the Financial Year, there were no instances of one-time settlement with the
Banks of Financial Institutions. Therefore, the disclosure under Rule 5 (xii) of the
Companies (Accounts) Rules, 2014 is not applicable.
n) Your Company does not have any demat suspense account/unclaimed suspense account.
Hence reporting under Schedule V (F) of the SEBI (LODR) Regulations, 2015 is not
applicable
24. ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation for the continued support
from all those assisting the recovery of over dues. The Directors also wish to thank the
employees for their cooperation.
By Order of the Board
For AASTAMANGALAM FINANCE LIMITED
|
Sd/- |
Sd/- |
Chennai |
Bhavika M Jain |
RekhaM Jain |
01.09.2023 |
Director |
Director |
|
DIN:07704015 |
DIN: 07704034 |
|