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DEAR MEMBERS,
Your Board of Directors have pleasure in presenting the 42nd Annual Report
of the Company together with audited statements of Accounts for the financial year ended
31st March, 2025.
1. FINANCIAL HIGHLIGHTS
The summarized financial results of the Company for the financial year 20242025 are
given hereunder:
(In Rs. ‘000)
Particulars |
202425 |
202324 |
Revenue from operations & other income |
2,823.05 |
2770.91 |
Operating Profit (EBITDA) |
(193.76) |
(3814.07) |
Finance Cost |
8.43 |
27.71 |
Depreciation, Amortization and Impairment |
7.17 |
9.71 |
Profit before Exceptional Items and tax |
(209.36) |
(3851.49) |
Less: Exceptional Items (Prior Period Expenses) |
10.62 |
|
Profit before tax |
(219.98) |
(3851.49) |
Tax Expenses Current Tax: Deferred Tax: |
(0.07) |
0.00 (1.61) |
Net Profit |
(219.91) |
(3849.88) |
2. BRIEF DESCRIPTION OF THE COMPANY'S STATE OF AFFAIRS
During the year under review the Company had loss of Rs.2,19,980/ (Two Lakh Nineteen
Thousand Nine Hundred Eighty) Lakhs for the F.Y 20242025.
3. INCOME FROM OPERATIONS
During the year under review, the revenue from operations is Rs. 27,87,060 / (Twenty
seven lakh Eighty Seven Thousand sixty) as compared to Rs. 27,08,410/ (Twenty Seven Lakh
Eight Thousand Four Hundred Ten) during the previous year.
4. DETAILS OF SUBSIDIARY/ JOINT VENTURES /ASSOCIATE COMPANIES
The Company does not have any Subsidiary Company, Joint Ventures or Associate Companies
during the year under review.
5. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
In pursuance of the provision of Section 135 of the Companies Act, 2013, the CSR
provisions are not applicable to your Company.
6. DIVIDEND
In order to meet the future requirements of the Company, your Board of Directors have
decided not to recommend dividend for the Financial Year 202425.
7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 [“Listing Regulations”] of the Listing Agreement entered into with the
Stock Exchanges and Circular/Notifications/Directions issued by Reserve Bank of India from
time to time, the Management Discussion and Analysis of the financial condition and result
of operations of the Company for the year under review is presented in a separate section
forming part of the Annual Report.
8. CORPORATE GOVERNANCE
As per the SEBI Circular No. SEBI/LADNRO/GN/201516/013 dated 2nd September, 2015, of
Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements)
Regulations, 2015, the Paid up equity capital as on the last day of previous Financial
Year i.e. on 31st March 2025 and Net Worth both were not exceeding the limit as given
under the regulation 15 of the Securities and Exchange Board of India (Listing Obligations
And Disclosure Requirements) Regulations, 2015.
Therefore, in terms of the said circular the compliance with the corporate governance
provisions as specified in Regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and
clauses (b) to (i) of sub regulation (2) of regulation 46 and Para C, D and E of Schedule
V are not applicable to our Company during the year 202324
9. FINANCE
(i) Share Capital
The paidup Share Capital as on 31st March, 2025 was Rs. 3,00,00,000. During the year
under review, the Company has not issued shares with differential voting rights nor
granted stock options nor sweat equity.
(ii) Public Deposits
The Company being a NonDeposit Accepting NonBanking Finance Company (NDNBFC), has not
acceptedany deposits from the public during the year under review and shall not accept any
deposits from the public without obtaining prior approval of the Reserve Bank of India
(RBI).
(iii) Particulars of loans, guarantees or investments
The Company, being an NBFC registered with the RBI and engaged in the business of
giving loans and makinginvestments in ordinary course of its business, is exempted from
complying with the provisions of section 186of the Act with respect to Loans &
Investments. Accordingly, the disclosures of the Loans & Investments given as required
under the aforesaid section have not been made in the financial statements of the Company.
10. RBI GUIDELINES
As a NonDeposit taking NonBanking Finance Company, your Company always aims to operate
in compliance with applicable RBI laws and regulations and employs its best efforts
towards achieving the same.
11. NUMBER OF MEETINGS OF THE BOARD
During the financial year 20242025, Nine (9) Board Meetings were held on April 01,
2024, April 05, 2024, May 23, 2024, May 29, 2024, August 13, 2024, August 27, 2024,
September 02, 2024, November 12, 2024, and February 10, 2025 and as per Companies Act,
2013,the maximum interval between any two meetings was not more than 120
days.
12. CHANGES IN COMPOSITION OF BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
a. Appointment/ Cessation
During the year under review i.e. Financial Year 202425, following changes occurred in
the Composition of Boardof Directors & Key Managerial Personnel of the Company:
S.NO |
NAME |
DESIGNATION |
PARTICULARS |
DATE OF EVENT |
1. |
Not Applicable |
After closure of the Financial Year 20242025 and till the date of this report, there
are changes occurred in the Composition of Board of Directors & Key Managerial
Personnel of the Company.
Mr. Sanyam Tuteja, Whole Time Director of the Company resigned on June 10, 2025, Ms.
Beenu Agarwal was tendered her resignation from the post of Non Executive Director of the
Company with effect from May 10, 2025, Ms. Drishti Sidhwa ceased to be Company Secretary
(CS) of the Company with effect from June 30, 2025 and in her place Mr. Deepak Gautam was
appointed as Company Secretary (CS) of the Company with effect from July 25, 2025 and Mr.
Ankit Mehra was appointed as Executive Director of the Company with effect from July 24,
2025
13. AUDIT COMMITTEE:
The Audit Committee of the Company consist of the following members:
1. Abhijeet Yashwant Nagrale ( Chairman)
2. Saloni Mehra (Member)
3. Beenu Aggarwal (Member)
The Committee met 4 (Four) times on May 29, 2024, August 13, 2024, November 12, 2024
and February 10, 2025 during the financial year 202425. The minutes of the meetings of the
Audit Committee were discussed and taken note by the Board of Directors. The Statutory
Auditor, Internal Auditor and Executive Directors/ Chief Financial Officer are invited to
the meeting as and when required.
14. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of the Company was reconstituted due to the
change in the Directors of the Company and after reconstitution the committee consist of
the following members:
1. Mr. Abhijeet Yashwant Nagrale (Chairman)
2. Shobha Rustagi (Member)
3. Beenu Aggarwal (Member)
The Committee met 1 (One) times on November 12, 2024 during the financial year 202425.
The minutes of the meetings of the Nomination and Remuneration Committee were discussed
and taken note by the Board of Directors.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee of the Company was reconstituted due to the
change in the Directors of the Company and after reconstitution the committee consist of
the following members:
1. Mr. Abhijeet Yashwant Nagrale(Chairman)
2. Saloni Mehra (Member)
3. Renu Kaur(Member)
The Committee met 4 (Four) times on April 15, 2024, July 15, 2024, October 15, 2024 and
January 15, 2025 during the financial year 20242025. The minutes of the meetings of the
Stakeholders Relationship Committee were discussed and taken note by the Board of
Directors.
15. RISK MANAGEMENT COMMITTEE
The Company has constituted Risk Management Committee (“RMC”) in pursuance to
the guidelines issued by the RBI through Scale Based Regulation which was applicable from
October 01, 2022.
The Risk Management Committee has been constituted on November 14, 2022, at the Board
level in order to enable the Board to focus on risk management, The RMC shall be
responsible for evaluating the overall risks faced by the NBFC including liquidity risk
and will report to the Board, besides to assess the risk associated, mitigation of such
risk and formulation and continuous supervision of Risk Management Plan for the Company.
As on March 31, 2025, The Risk Management Committee comprised of the following
directors of the Company:
1. Ms. Sanyam Tuteja
2. Mr. Beenu Agarwal
3. Mr. Abhijeet Yashwant Nagrale
The Committee met twice on 12.08.2024 and 11.11.2024 during the financial year
20242025. The minutes of the meetings of the Risk Management Committee were discussed and
taken note by the Board of Directors.
16. INDEPENDENT DIRECTOR MEETING
During F.Y. 20242025, one (1) meeting of the Independent Directors was held on
05.02.2025. The Independent Directors, interalia, reviewed the performance of
NonIndependent Directors, Board as a whole and Chairman of the Company, taking into
account the views of executive directors and nonexecutive directors.
a) Retire by Rotation
In accordance with Section 152 and other applicable provisions of Companies Act, 2013,
there is no director, who retires by rotation and being eligible offers herself/himself
for reappointment at the ensuing Annual General Meeting.
b) Appointment of Women Director
With coming into force of the provisions of Companies Act, 2013, the Board had already
appointed Ms. Beenu Agarwal as Women Director on the Board of the Company who was resigned
from board of the Company on May 10, 2025. Further, Ms. Renu Kaur and Ms. Saloni Mehra
also joined the Board of Directors in the capacity of Independent Director with effect
from January 08, 2024.
c) Key Managerial Personnel
During the year under review i.e. FY 20242025,
> Mr. Sanyam Tuteja, continued as Whole Time Director of the Company and resigned on
June 10,
2025;
> Ms. Beenu Agarwal was tendered her resignation from the post of Non Executive
Director of the Company with effect from May 10, 2025
> Ms. Drishti Sidhwa ceased to be Company Secretary (CS) of the Company with effect
from June 30, 2025 and in her place Mr. Deepak Gautam was appointed as Company Secretary
(CS) of the Company with effect from July 25, 2025.
> Mr. Ankit Mehra was appointed as Executive Director of the Company with effect
from July 24, 2025
The Company has designated the Key Managerial Personnel of the Company pursuant to the
requirements of the applicable provisions of Companies Act, 2013 read with its Rules, by
the Board of Directors and their terms and conditions of the appointment and remuneration
was considered by the Board. The Company is fully compliant of the same.
d) Board's Independence
Our definition of “Independence” of Directors is derived from Listing
Regulations and Section 149(6) of the Companies Act, 2013. Based on the confirmation/
disclosures received from the Directors and on evaluation of the relationships disclosed,
the following Non Executive Directors are Independent in terms of Listing Regulations of
the Listing Agreement and Section 149(6) of the Companies Act, 2013:
1. Ms. Renu Kaur (DIN: 10080402) (w.e.f. 08.01.2024)
2. Ms. Saloni Mehra (DIN: 10062907) (w.e.f. 8.01.2024)
3. Mr. Abhijeet Yashwant Nagrale (DIN: 05244787) (w.e.f. 14.11.2022)
17. DIRECTORS' RESPONSIBILITY STATEMENT
In compliance of section 134(5) of the Act, the directors state that:
a) In the preparation of the annual financial statements for the year under reporting,
the applicable accounting Standards have been followed along with proper explanation
relating to material departures, if any;
b) Appropriate accounting policies have been selected, applied consistently and
judgment and estimates have been made that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the company as at reporting date and of the
profit of the company for the year ended on that date;
c) Proper and sufficient care has been taken 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 preventingand detecting fraud and other irregularities;
d) The annual financial statements have been prepared on a going concern basis;
e) Proper internal financial controls were in place and the financial controls were
adequate and operating effectively; and
f) Proper systems to ensure compliance with the provisions of all applicable laws were
in place and were adequateand operating effectively.
18. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION & EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Policy on Nomination and Remuneration of
Directors, Key Managerial Personnel, Senior Management and other employees has been
formulated including criteria for determining qualifications, positive attributes,
Independence of a Director and other matters as required under the said Act and Listing
Agreement.
The evaluation framework for assessing the performance of Directors comprises of the
following key areas
> Expertise;
> Objectivity and Independence;
> Guidance and support in context of life stage of the Company;
> Understanding of the Company's business;
> Understanding and commitment to duties and responsibilities;
> Willingness to devote the time needed for effective contribution to Company;
> Participation in discussions in effective and constructive manner;
> Responsiveness in approach;
> Ability to encourage and motivate the Management for continued performance and
success;
The evaluation involves SelfEvaluation by the Board Member and subsequently assessment
by the Board of Directors. A member of the Board will not participate in the discussion of
his / her evaluation.
Accordingly, a process of evaluation was followed by the Board for its own performance
and that of its committees and individual Directors and also the necessary evaluation was
carried out by Nomination and Remuneration Committee and Independent Director at their
respective meetings held for the purpose.
19. RELATED PARTY TRANSACTIONS
The details of the transactions with related parties during the Financial Year 20242025
are provided in the accompanying financial statements. Form AOC2 pursuant to Section 134
(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is attached
as AnnexureA.
20. REMUNERATION OF THE DIRECTORS/KMP' s/EMPLOYEES
The information required under Section 197 of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, clause (i)
and (ii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 as amended for the financial year ended 31 March, 2025:
Sr. Name of Director/ Key No. ManagerialPersonnel |
Ratio of remuneration of each director to the median remuneration
of the employees |
% increase in remuneration in the FY 202425 |
| 1. Executive Director Sanyam Tuteja WholeTime Director |
1:1 |
Nil |
| 2. NonExecutive Directors |
|
|
| Beenu Agarwal |
|
|
| Shobha Rustagi # |
|
Nil |
| Abhij eet Y ashwant Nagrale |
|
|
| Renu Kaur & |
|
|
| Saloni MehraA |
|
|
| 3. Key Managerial Personnel Princy Ananad$ |
|
Nil |
| Raunak GuptaCS |
0.66:1 |
|
| Pushpa Joshi CFO |
1.65:1 |
|
| Drishti Sidhwa CS@ |
|
|
Remaining disclosure under Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014
Clause Under Rule 5(1) |
Prescribed Requirement |
Particular s |
(iii) |
the percentage increase in the median remuneration of employees in the
financial year |
Nil |
Clause Under Rule 5(1) |
Prescribed Requirement |
Particul ars |
(viii) |
Average percentile increase already made in the salaries of employees
other than the managerial personnel in the last financial year and its comparison with the
percentile increase in the managerial remuneration and justification thereof and point out
if there are any exceptional circumstances for increase in the managerial remuneration |
Nil |
(xii) |
Affirmation that the remuneration is as per the remuneration policy of
the Company |
It is hereby confirmed that remuneration paid to Director/KMP and other
employees isas per the remuneration policyof the Company. |
21. EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, as amended, the
Annual Return (Form MGT7) of the Company for the financial year ended March 31, 2025, is
available on the website of the Company at https://www.aarshyam.in/
22. FRAUDS REPORTED BY AUDITORS UNDER SECTION 143
There have been no instances of fraud reported by the Statutory Auditors under Section
143 of the Act read with relevant Rules framed thereunder either to the Company or to the
Central Government.
23. STATUTORY AUDITORS & THEIR REPORT
M/s. STRG & Associates, Chartered Accountants, having ICAI Firm Registration
No.014826N auditor of the company, audited the annual accounts of the Company.
The Auditor's Report does not contain any qualification, reservation or adverse remark.
24. SECRETARIAL AUDITORS & THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made
there under, the Company had appointed Mr. Aakash Goel, Proprietor , G Aakash &
Associates, Practicing Company Secretaries, to
undertake the Secretarial Audit of the Company for the financial year 20242025. The
Secretarial Audit Report for financial year 20242025, has been appended as AnnexureB to
this Report.
25. INTERNAL AUDITORS
Pursuant to provisions of Section 138 of Companies Act, 2013 and rules made there
under, Jain Rajeev & Associates, Chartered Accountants has been appointed as Internal
Auditors for the financial year 20242025.
26. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION,
EXPENDITURE ON RESEARCH AND DEVELOPMENT, FOREIGN EXCHANGE
INFLOW/OUTFLOW, ETC.
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with
rule 8 of the Companies (Accounts) Rules, 2014, are as below:
Energy Conservation: During the period under review there has been optimal Energy
Conservation.
Technology Absorption: During the period under review there was no Technology
Absorption.
Foreign Exchange Earnings and Outgo: During the period under review there was no
foreign exchange earningsor out flow.
27. VIGIL MECHANISM
Your Company has established a ‘Whistle Blower Policy and Vigil Mechanism' for
directors and employees to report to the appropriate authorities concerns about unethical
behavior, actual or suspected, fraud or violation of the Company's code of conduct policy
and provides safeguards against victimization of employees who avail the mechanism and
also provide for direct access to the Chairman of the Audit Committee. The said policy has
been uploaded on the website of the Company.
28. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments, if any, 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.
29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There have been no significant and material orders passed by the regulators or courts
or tribunals impacting the going concern status and company's operations in future.
30. RISK MANAGEMENT POLICY AND INTERNAL CONTROL
The Board of Directors of the Company has duly adopted and approved a Risk Management
Policy and also has in place a mechanism to identify, assess, monitor and mitigate various
risks to key business objectives. Major risks identified by the businesses and functions
are systematically addressed through mitigating actions on a continuing basis. These are
discussed at the meetings of the Risk Management Committee, Audit Committee and the Board
of Directors of the Company from time to time. The Company's internal control systems are
commensurate with the nature of its business and the size and complexity.
31. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT 2013 READ WITH RULES
Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 read with rule 8 of the Companies
(Accounts) Rules, 2014, the Company has complied with provisions as prescribed under the
Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. Further, your Company has not
received any complaint of sexual harassment during the year under review.
32. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR
During the period under review, neither any application has been made nor any
proceedings is pending in the name of the Company under the Insolvency and Bankruptcy
Code, 2016.
33. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF.
During the period under review, the Company has not entered into any onetime settlement
with respect to loan from any banks or financial institutions.
34. ACKNOWLEDGEMENT
We are grateful to the Government of India, the Reserve Bank of India, the Securities
and Exchange Board of India, the Stock Exchanges, and other regulatory authorities for
their valuable guidance and support and wish to express our sincere appreciation for their
continued cooperation and assistance. We look forward to their continued support in
future.
We wish to thank our bankers, investors, rating agencies, customers and all other
business associates for their support and trust reposed in us. The Board of Directors
express their deep sense of appreciation for all the employees whose commitment,
cooperation, active participation, dedication and professionalism has made the
organization's growth possible.
Finally, the Directors thank you for your continued trust and support.
For and on behalf of
AAR Shyam India Investment Company Limited
Sd/
Sd/
Dated: September 06, 2025 Place: New Delhi
Abhijeet Yashwant Nagrale Director
(DIN:05244787)
Ankit Mehra Director
(DIN: 07669838)
Form No. MR3
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