|
To,
The Members of
Authum Investment & Infrastructure Limited,
The Board of Directors (the Board) have pleasure in presenting the 43 rd Annual Report
together with the Audited Financial Statements of the Company for the financial year ended
March 31, 2025. The Company is registered with the Reserve Bank of India ("RBI")
as a Systemically Important Non-Banking Financial Company ("NBFC") not taking
public deposits (NBFC-ND-SI).
FINANCIAL PERFORMANCE AND APPROPRIATIONS
The standalone and consolidated financial statements of the Company are prepared in
accordance with the applicable provisions of the Companies Act, 2013 (the "Act")
including Indian Accounting Standards ("Ind AS") as specified in Section 133 of
the Act, read with Companies (Indian Accounting Standards) Rules, 2015 and amendments
thereof.
The standalone and consolidated financial highlights of the Company for the financial
year ended March 31, 2025 are summarised below for ease of reference for the Members.
(Rs. in Crores)
| Particulars |
Consolidated |
Standalone |
|
FY 2024-25 |
FY 2023-24 |
FY 2024-25 |
FY 2023-24 |
| Operational & Other Income |
4,612.22 |
2,611.19 |
4,599.74 |
2,429.82 |
| Profit/Loss Before Depreciation & Tax |
4,076.65 |
4,233.72 |
4,080.05 |
2,921.88 |
| Less: Depreciation |
9.48 |
8.16 |
6.17 |
2.79 |
| Provision for taxation |
202.51 |
- |
202.51 |
- |
| Deferred Tax |
-376.74 |
-58.86 |
-376.74 |
- |
| Taxes for earlier years |
- |
-0.41 |
- |
-0.41 |
| Profit/Loss after Depreciation & Tax |
4,241.41 |
4,284.83 |
4,248.11 |
2,919.50 |
| Appropriations |
|
|
|
|
| Amount transferred to Statutory Reserves |
849.62 |
584.74 |
849.62 |
584.74 |
| Balance Carried to Balance Sheet |
3,391.78 |
3,700.09 |
3,398.49 |
2,334.76 |
Key highlights of Standalone Financial Performance:
The standalone total income of the Company for FY 2024-25 stood at Rs. 4599.74 crores
as against Rs.2429.82 crores during the previous year and profit after tax increased from
Rs. 2919.50 crores to Rs. 4248.11 crores.
The Management is very positive and looking forward for better performance in future.
The Company remains confident of a sound growth trajectory in FY 2026. Detailed
information on the operations of the Company and details on the state of affairs of the
Company are covered in the Management Discussion and Analysis Report
Key highlights of Consolidated Financial Performance:
The consolidated total income of the Company for FY 2024-25 stood at Rs. 4612.22 crores
as against Rs. 2611.19 crores during the previous year and profit after tax for FY 2024-25
stood at Rs.4241.41 crores as compared to Rs. 4284.83 Crores. The consolidated financials
reflect the cumulative performance of the Company together with its various subsidiaries.
The standalone and consolidated financial statements, along with the relevant documents
and audited financial statements for each subsidiary, as required under Section 136 of the
Act,
are available on the website of the Company at https://www. authum.com/investor.php
INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY
The information on the affairs of the Company has been given as part of the Management
Discussion and Analysis section of the Report.
The Company had pursuant to approval from the Board of Directors entered into binding
agreement with India SME Asset Reconstruction Company Limited ("ISARC") /
consenting shareholders of ISARC in the form of a Share Subscription and Purchase cum
Shareholders Agreement ("SSPSHA") on October 13, 2024. On March 26, 2025 the
Company had received approval from the Reserve Bank of India for addition of the Company
as the sponsor in ISARC. Currently, the Company holds 20,32,50,000 (Twenty crores
thirty-two lakhs and fifty thousand) equity shares of ISARC representing ~88.37%
(Eighty-eight point three seven per cent) of the paid- up share capital of ISARC, as
determined on a fully diluted basis. Accordingly, ISARC has now become a subsidiary of the
Company.
During the year under review the Company acquired 1,02,48,709 equity shares of Prataap
Snacks Limited ("PSL") (i.e., 127 equity shares of PSL acquired by way of open
offer and 1,02,48,582 equity shares of PSL acquired under the Share Purchase Agreement),
representing 42.33% of the voting share capital of PSL.
Further as a part of acquisition of debt and preference shares of Nitco Limited from JM
Financial Asset Reconstruction Company Limited and Conversion of part of the unsustainable
debt component payable by NITCO to the Company (of approx. INR 1037.81 crores) into equity
shares, 49.30% of the total paid-up capital of NITCO Limited was allotted to the Company
at their meeting held on January 27, 2025. The Company holds shares in PSL and NITCO with
an object of investment and no control exists in these entities.
DIVIDEND
During the year under review, the Board of Directors at its meeting held on March 21,
2025 had declared the interim dividend of Rs. 0.70/- at the rate of 7% on each fully
paid-up preference share of Rs. 10/- each and an interim dividend of Re. 1/- at the rate
of 100% on each fully paid-up equity share of Re. 1/- each to non-promoter equity
shareholders.
APPROPRIATIONS
Under section 45-IC(1) of Reserve Bank of India ('RBI') Act, 1934, non-banking
financial companies ('NBFCs') are required to transfer a sum not less than 20% of its net
profit every year to reserve fund before declaration of any dividend, if any. Accordingly,
the Company has transferred a sum of Rs. 584.74/- Crores to its reserve fund. The closing
balance of the reserves and surplus of the Company for F.Y. 2024-25, after all
appropriation and adjustments was Rs. 806.86/- Crores.
CHANGE IN SHARE CAPITAL
During the Financial year under review, the company has redeemed 1,39,30,000 7%
Non-Cumulative Non-Convertible Redeemable Preference Shares of face value of Rs. 10/-
each.
As on March 31, 2025, 100% of the total paid-up capital of the Company stands in the
dematerialized form.
Further, the Company has not issued any equity capital during the year under review and
has also not issued any shares with differential voting rights, nor granted any stock
options or sweat equity.
NON-CONVERTIBLE REDEEMABLE PREFERENCE SHARES
As on March 31, 2025, the total outstanding Non-Convertible Redeemable Preference
Shares (RPS) issued and allotted on private placement basis stood at Rs. 5.23 Crores
divided into 52,28,000 Preference Shares of Face Value Rs. 10/- each.
PUBLIC DEPOSITS
The Company did not hold any public deposits at the beginning of the year nor has it
accepted any Public Deposits during the year under review.
SUBSIDIARY COMPANIES
As at March 31, 2025 the Company had 2 wholly owned subsidiaries, the details of which
are provided as below:
Open Elite Developers Limited (formerly known as Reliance Commercial Finance Limited)
(OEDL). During the year, gross earnings of the OEDL was Rs.5.05 crores as compared to Rs.
178.75 crores in the year 2023-24. NPAT during the previous year was Rs. (6.71) crores as
compared to Rs. 1327.49 crores in year 2023-24.
Authum Asset Management Company Private Limited: AAMCPL is also a wholly owned
subsidiary of the Company incorporated on January 11, 2024. AAMCPL has yet to commence its
business operations and hence earnings and profit after tax till March 2025 is Nil.
During the year under review, the Company sold its entire stake in Authum Real Estate
Private Limited on May 31, 2024.
On account of such sale, the company had ceased to be its subsidiary.
Pursuant to the provisions of Section 136 of the Act, the financial statements of the
Company, consolidated financial statements along with relevant documents and separate
audited accounts in respect of subsidiaries, are available on the website of the Company
at https://www.authum.com/ investor.php Pursuant to provisions of Section 129(3) of the
Act, a statement containing salient features of the financial statements of the Company's
subsidiaries in Form AOC-1 is attached to the financial statements of the Company as
"Annexure I".
The statement also provides the details of performance and financial position of the
Subsidiary Companies.
As per Section 136(1), copies of the aforesaid documents will be available for
inspection electronically. Members seeking to inspect such documents can send an email to
secretarial® authum.com
MATERIAL SUBSIDIARIES
The Company has adopted a Policy for determining Material Subsidiaries in terms of
Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations"). The Policy, as approved by the
Board, is uploaded on the Company's website: https://www. authum.com/policies.php
For Financial year 2024-25 no subsidiaries were identified as material. Though there
were no material subsidiaries, the Audit Committee of the Company reviews the investment
register of the unlisted subsidiaries of the Company. The minutes of the meetings of the
board of directors of the unlisted subsidiaries are also placed at the meeting of the
board of directors of the Company.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of Section 129(3) of the Act and as per Regulation 33
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Consolidated Financial Statements forms part of this Annual Report and shall also be
laid before the ensuing AGM of the Company. The Consolidated Financial Statements have
been prepared in accordance with the applicable Indian Accounting Standards (IND AS) under
Section 133 of the Act. The consolidated financial results reflect the operations of the
said subsidiaries.
PARTICULARS OF LOANS GRANTED, GUARANTEE PROVIDED AND INVESTMENTS MADE PURSUANT TO
THE PROVISIONS OF SECTION 186 OF THE COMPANIES ACT, 2013
The Company, being an NBFC registered with the RBI and engaged in the business of
giving loans in ordinary course of its business, is exempt from complying with the
provisions of section 186 of the Act except sub-section (1) with respect to loans,
guarantees and investments. Accordingly, the Company is exempted from complying with the
requirements to disclose in the financial statement the full particulars of the loans
given, investment made or guarantee given or security provided.
EXTRACT OF ANNUAL RETURN
In compliance with Section 134(3)(a) and 92(3) of the Act, the Annual Return of the
Company for the FY 2024-25 is available on the Company's website at
https://www.authum.com/ investor.php.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act 2013, Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the 'Listing
Regulations'), Master Direction - Reserve Bank of India (Non-Banking Financial Company -
Scale Based Regulation) Directions, 2023, your Company has formulated a Policy on Related
Party Transactions which is available on Company's website at
https://www.authum.com/policies.php. This Policy deals with the review and approval of
related party transactions. The Board of Directors of the Company have approved the
criteria for giving the omnibus approval by the Audit Committee within the overall
framework of the Policy on Related Party Transactions.
Pursuant to Regulation 23 of the Listing Regulations, all related party transactions
were placed before the Audit Committee on a quarterly basis for their review and approval.
An omnibus approval of the Audit Committee had been obtained for the related party
transactions which were repetitive in nature. Further, as per applicable provisions of the
SEBI Listing Regulations, necessary approvals of the Members of the Company are also
sought for the material-related party transactions proposed to be entered with the related
parties. The particulars of material contracts or arrangements with related parties which
fall within the purview of Section 188(1) of the Act, are mentioned in Form AOC - 2
appended to this Report as Annexure II. The Directors draw the attention of
the Members to Note 48 to the Financial Statements, which comprehensively sets forth
the related party disclosures
DIVIDEND DISTRIBUTION POLICY
Pursuant to the provisions of regulation 43A of the Listing Regulations, the Company
had formulated a dividend distribution policy, which sets out the parameters and
circumstances to be considered by the Board in determining the distribution of dividend to
its shareholders and/or retaining profit earned. The policy is annexed to this report as
Annexure III and is also available on the website of the Company at
https://www.authum.com/policies.php
MEETINGS OF THE BOARD
During the year under review, 10 (Ten) Board Meetings were held. The maximum interval
between two meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing
Regulations. The details of the composition of the Board and its Committees and of the
Meetings held and attendance of the Directors at such Meetings, are provided in the
Corporate Governance Report. There have not been any instances during the year when
recommendations of the Audit Committee were not accepted by the Board.
COMMITTEES OF THE BOARD
During the year under review, the Board had eleven Committees viz. Audit Committee,
Nomination & Remuneration Committee, Corporate Social Responsibility Committee,
Stakeholders Relationship Committee, Investment Committee, Risk Management Committee, IT
Strategy & Steering Committee, Fund Raising Committee, Asset Liability Management
Committee, Review Committee and Committee of Executives. Of the above, a detailed overview
of the composition, terms of reference, meetings held and attendance of members in respect
of mandatory committees under the Companies Act, 2013, SEBI LODR Reg. 2015 and under RBI /
NBFC regulations forms part of the Corporate Governance Report.
UNPAID/ UNCLAIMED DIVIDEND AND TRANSFER OF SHARES TO IEPF
Kindly refer section on Corporate Governance, under head 'Unclaimed and Unpaid
Dividends' and transfer to Shares of IEPF' for the amounts of unclaimed and unpaid
dividends lying with the Company. Members who have not yet received/ claimed their
dividend entitlements are requested to contact the Company or the Registrar and Transfer
Agent of the Company. Pursuant to the provisions of Section 124 of the Companies Act,
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 read with the relevant circulars and amendments thereto, the amount of
dividend remaining unpaid or unclaimed for a period of seven years from the due date is
transferred to the Investor Education and Protection Fund ("IEPF"). The equity
shares in respect of which dividend have remained unpaid/unclaimed
for a period of seven consecutive years is also transferred by the Company to the
designated Demat Account of the IEPF Authority. For previous year there were no dividend
that were unpaid for seven years and thus there was no requirement of transferring shares
/ dividend to IEPF.
DIRECTORS AND KEY MANAGERIAL
PERSONNEL
As on March 31, 2025, the composition of the Board is in accordance with the provisions
of Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations, with an
appropriate combination of Executive Directors, NonExecutive Directors and Independent
Directors. The list of Directors of the Company has been disclosed as part of the
Corporate Governance Report.
Appointment and Cessation
During the year under review, the following changes have taken place in the composition
of Board of Directors and Key Managerial Personnels ('KMP'):
A. Board of Directors:
- Mr. Vimal Ajmera (DIN: 07011895) resigned from the position of Independent Director
of the Company w.e.f. close of business hours of August 07, 2024.
- Mr. Divy Dangi (DIN: 08323807) was appointed as the Whole-Time Director of the
Company by the Board of Directors w.e.f. August 07, 2024 and by the members in their
meeting held on September 30, 2024 for a term of 5 years from August 07, 2024 to August
06, 2029.
- Mr. Sanjay Dangi (DIN: 00012833) resigned from the position of the Non-Executive
Director of the Company w.e.f. close of business hours of September 03, 2024.
- Mr. Ajai Kumar (DIN: 02446976) was appointed as the Independent Director of the
Company by the Board of Directors w.e.f. January 15, 2025 and by the members vide Postal
Ballot on April 10, 2025 for the term of 5 years from January 15, 2025 to January 14,
2030.
- Santosh Nayar (DIN: 02175871) was appointed as the Independent Director of the
Company by the Board of Directors w.e.f. January 15, 2025 and by the members vide Postal
Ballot on April 10, 2025 for the term of 5 years from January 15, 2025 to January 14,
2030.
- Mr. Akash Suri (DIN: 09298275) was re-appointed as the Whole Time Director & CEO
of the Company by the Board of Directors at their meeting held on March 07, 2025 and by
the members vide Postal Ballot on
April 10, 2025 for the term of 5 years commencing from September 27, 2025 to September
26, 2030.
- Mr. Amit Dangi (DIN: 06527044) was re-appointed as the Whole Time Director of the
Company by the Board of Directors at their meeting held on March 07, 2025 and by the
members vide Postal Ballot on April 10, 2025 for the term of 5 years commencing from June
29, 2025 to June 28, 2030.
All the directors of the Company have confirmed that they are not disqualified from
being appointed as directors in terms of section 164 & 165 of the Companies Act, 2013.
The Company has obtained a certificate from M/s. Mayank Arora & Co., Company
Secretaries, confirming that none of the directors on the Board of the Company have been
debarred or disqualified from being appointed or continuing as directors of the Company by
the Securities and Exchange Board of India/ Ministry of Corporate Affairs
("MCA") or any such statutory authorities as on March 31, 2025. A copy of the
said certificate is forming part of the Report on Corporate Governance, which forms part
of this Report.
Further tenure of Mrs. Bhaviika Jain (DIN: 08738884) as the Independent Director of the
Company got completed on May 29, 2025 and accordingly she ceased to be Director of the
Company.
Retire by Rotation
Section 152 of the Act provides that unless the Articles of Association provide for
retirement of all directors at every AGM, not less than two-third of the total number of
directors of a public company (excluding the Independent Directors) shall be persons whose
period of office is liable to determination by retirement of directors by rotation, of
which one-third are liable to retire by rotation. Accordingly, Mrs. Alpana Dangi (DIN:
01506529) will retire by rotation at the ensuing AGM and being eligible, has offered
himself for re-appointment.
B. Key Managerial Personnel:
- Mr. Deepak Dhingra was redesignated from Chief Financial Officer to Chief Risk
Officer of the Company w.e.f. November 01, 2024.
- Mr. Amit Kumar Jha was appointed as the Chief Financial Officer of the Company w.e.f.
November 01, 2024.
- Mr. Hitesh Vora resigned from the position of Company Secretary and Compliance
Officer of the Company w.e.f. January 16, 2025.
- Ms. Avni Shah was appointed as the Company Secretary and Compliance Officer of the
Company w.e.f. January 17, 2025
FIT AND PROPER CRITERIA & CODE OF CONDUCT
All the Directors meet the fit and proper criteria stipulated by RBI. All the Directors
and Senior Management Personnel of the Company have affirmed compliance with the Code of
Conduct of the Company.
DECLARATION FROM THE INDEPENDENT DIRECTORS
The Independent Directors have submitted a declaration of independence, stating that
they meet the criteria of independence provided under section 149(7) of the Act read and
Regulation 25(8) of the SEBI Listing Regulations, stating that they meet the criteria of
independence as provided in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI
Listing Regulations, and they are not aware of any circumstance or situation, which exist
or may be reasonably anticipated, that could impair or impact his/her ability to discharge
his/ her duties with an objective independent judgment and without any external
influence..
The Independent Directors have also confirmed compliance with the provisions of rule 6
of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended,
relating to inclusion of their name in the databank of independent directors.
The terms and conditions of appointment of Independent Directors are available on the
website of the Company at https:// www.authum.com/policies.php The Board is of the opinion
that the Independent Directors of the Company possess requisite qualifications,
experience, expertise (including proficiency, as applicable) and hold highest standards of
integrity. There has been no change in the circumstances affecting their status as
independent directors of the Company. During the financial year 2024-25, the independent
directors had no pecuniary relationships or transactions with the Company, except as
disclosed in the Report on Corporate Governance which forms part of this Report.
The Board took on record the declaration and confirmation submitted by the Independent
Directors regarding them meeting the prescribed criteria of independence, after
undertaking due assessment of the veracity of the same in terms of the requirements of
regulation 25 of the Listing Regulations.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
The Independent Directors of the Company met on January 15, 2025 in terms of Section
149(8) and Schedule - IV of Companies Act, 2013 and regulation 25(3) & (4) of Listing
Regulations, without the attendance of Non-Independent Directors and members of
management.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS (IDs)
In terms of Regulation 25(7) of the Listing Regulations and the Companies Act, 2013,
the Company is required to conduct the Familiarization Programme for Independent Directors
(IDs) to familiarize them about their roles, rights, responsibilities in the Company,
nature of the industry in which the Company operates, business model of the Company, etc.,
through various initiatives. Directors are made aware of the significant news developments
and highlights from various regulatory authorities viz. Reserve Bank of India (RBI),
Securities and Exchange Board of India (SEBI), Ministry of Corporate Affairs (MCA), etc.
The Directors are regularly apprised about their roles, rights and responsibilities in
the Company from time to time as per the requirements of the Listing Regulations, with the
Stock Exchanges and Companies Act, 2013 read together with the Rules and Schedules
thereunder. The policy and details of familiarization programme imparted to the
Independent Directors of the Company is available at https://www.authum. com/policies.php
PERFORMANCE EVALUATION
Pursuant to the provisions of Section 134(3), 149(8) and Schedule IV of the Companies
Act, 2013 read with SEBI Listing Regulations, Annual Performance Evaluation of the Board,
the Directors as well as Committees of the Board has been carried out. The performance
evaluation of all the Directors and the Board as a whole was conducted based on the
criteria and framework adopted by the Board, details of which are provided in the
Corporate Governance Report. The properly defined and systematically structured
questionnaire was prepared after having considered various aspects and benchmarks of the
Board's functioning, composition of the Board and its Committees, performance of specific
duties, obligations and governance. The evaluation process focused on various aspects of
the Board and Committees' functioning including their composition, experience,
competencies, performance of specific duties, obligations, governance issues, attendance
and contribution of individual directors and exercise of independent judgement.
DIRECTORS RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, and the reviews performed by Management and the
relevant Board Committees, including the Audit Committee, the Board is of the opinion that
the Company's internal financial controls were adequate and effective during the financial
year 2024-25.
Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the
Board of Directors, to the best of their knowledge and ability, confirm that:
1. in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;
2. appropriate accounting policies have been selected and applied consistently and
judgments and estimates made 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 the year under review;
3. the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act have been taken
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
4. the Annual Accounts for the year ended March 31, 2025, has been prepared on a going
concern basis.
5. They have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively;
6. They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
INTERNAL CONTROL SYSTEM AND ITS ADEQUACY
The Company maintains appropriate systems of internal controls, including monitoring
procedures, to ensure that all assets and investments are safeguarded against loss from
unauthorized use or disposition. Company policies, guidelines and procedures provide for
adequate checks and balances and are meant to ensure that all transactions are authorized,
recorded and reported correctly.
The Auditor reviews the efficiency and effectiveness of these systems and procedures.
The Internal Auditor submits his Report which is placed before the Audit Committee. The
audit committee actively reviews the adequacy and effectiveness of the internal control
systems and is regularly updated on the internal audit findings and corrective actions.
Additionally, the Auditors of the Company have also provided confirmation that the
internal financial controls framework is operating effectively.
A combination of these systems enables your Company to maintain a robust design of
controls and its operating effectiveness is ensured through periodical internal checks and
audit.
CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY AND ITS REPORT
The Company recognizes the responsibilities towards society and strongly intends to
contribute towards development of knowledge based economy.
In accordance with the requirements of the provisions of Section 135 of the Act, the
Company has constituted a Corporate Social Responsibility ("CSR") Committee. The
composition and terms of reference of the CSR Committee is provided in the Corporate
Governance Report forming part of this Annual Report. The scope of functions of the
Committee includes, inter alia, formulation and recommendation to the Board for its
approval and implementation, the Corporate Social Responsibility ("CSR") Policy
(ies) of the Company, undertake periodical assessment of the Company's CSR performance,
review the draft CSR Report and recommend the same to the Board for its approval and
inclusion in the Annual Report of the Company. The role of this Committee also includes
recommendation of the amount of expenditure to be incurred on the CSR activities as
enumerated in Schedule VII of the Act and also referred to in the CSR Policy of the
Company, as also to monitor the CSR Policy from time to time, etc.
The Company has also formulated a CSR Policy which is available on the website of the
Company at https://www. authum.com/policies.php.
The CSR obligation of the Company for Financial Year 2024-25 was Rs. 22,36,00,000/-. As
on March 31, 2025, total amount spent on CSR activities by Company is Rs. 22,74,00,300/-.
As per section 135 of the Act read with Companies (Corporate Social Responsibility)
Rules, 2014, as amended, the Company is required to transfer any unspent amount, pursuant
to any ongoing projects undertaken by the Company in pursuance of its Corporate Social
Responsibility Policy, within a period of thirty days from the end of the financial year
to a special account opened by the Company in that behalf for that financial year in any
scheduled bank called Unspent Corporate Social Responsibility Account. The Company did not
have any unspent amount to be transferred to the said account.
The Annual Report on the CSR activities undertaken by your Company during the year
under review, as prescribed in the Companies (Corporate Social Responsibility Policy)
Rules, 2014, as amended, is set out in Annexure IV of this Report.
PARTICULARS OF EMPLOYEES, KEY MANAGERIAL PERSONNEL AND RELATED DISCLOSURES
In accordance with the provisions of Section 197(12) of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement containing the disclosures pertaining to remuneration and other details as
required under the Act and the above Rules are provided in the Annual Report.
The disclosures as specified under Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are appended to this Report as Annexure
V.
Statement containing the particulars of top ten employees and the employees drawing
remuneration in excess of limits prescribed under Section 197(12) of the Act read with
Rule 5(2) and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is an annexure forming part of this
Report. In terms of the proviso to Section 136(1) of the Act, the Report and Accounts are
being sent to the Members excluding the aforesaid annexure. The said statement is
available for inspection with the Company. Any Member interested in obtaining a copy of
the same may write to the Company Secretary at secretarial@authum.com.
JOINT STATUTORY AUDITORS AND THEIR REPORT
In accordance with Sections 139, 142 and other applicable provisions, if any, of the
Companies Act, 2013 ("the Act") read with applicable rules made thereunder and
in accordance with the Circular No. RBI/2021-22/25-Ref. No. DoS.CO.ARG/
SEC.01/08.91.001/2021-22 dated April 27, 2021 issued by The Reserve Bank of India,
inter-alia, on Guidelines for appointment of Statutory Auditors of NBFCs, M/s. Maharaj N R
Suresh and Co LLP, Chartered Accountants (Firm Reg. No. 001931S / S000020) and M/s. APAS
Co LLP, Chartered Accountants (FRN: 000340C/C400308) were appointed as the Joint Statutory
Auditors of the Company from the conclusion of the 42 nd Annual General Meeting until the
conclusion of the 45 th Annual General Meeting to be held in the year 2027.
Further they have confirmed that they are not disqualified from continuing as Auditors
of the Company. The Audit Report of M/s. Maharaj N R Suresh and Co LLP, Chartered
Accountants (Firm Reg. No. 001931S / S000020) and M/s. APAS Co LLP, Chartered Accountants
(FRN: 000340C/C400308) on the Financial Statements of the Company for the Financial Year
2024-25 is a part of the Annual Report.
The Auditor's Report both on standalone and consolidated annual financial statements of
the Company for the financial year ended March 31, 2025, forms part of the Annual Report.
The said reports were issued by the Joint Statutory Auditors with an unmodified opinion
and does not contain any qualifications, reservations or adverse remarks. During the year
under review, the Auditors have not reported any incidents of fraud to the audit committee
under Section 143(12) of the Act. The notes to the accounts referred to in the Auditor's
Report are self-explanatory and therefore do not call for any further explanation and
comments.
DETAILS OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OF THE
COMPANIES ACT 2013, OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
During the year under review, the Joint Statutory Auditors and Secretarial Auditor have
not reported any instances of frauds committed in the Company by its Officers or
Employees, to the Audit Committee under Section 143(12) of the Act details of which needs
to be mentioned in this Report.
SECRETARIAL AUDIT REPORT & AUDITOR
Pursuant to Section 204 of the Act, read with the Companies (Appointment and
Remuneration of Managerial Personnel)
Rules, 2014, the Board, based on the recommendation of the audit committee, had
appointed M/s. Mayank Arora & Co., Practicing Company Secretary (FCS No. 10378, CP No.
13609), as the Secretarial Auditors of the Company to conduct audit of the secretarial
records for the financial year ended March 31, 2025. The secretarial audit report is
annexed as Annexure VI and forms part of this Report.
The Management Representation on the qualifications/ observations/ remarks of
Secretarial Auditor pertaining to year ended March 31, 2025 are as under:
| Auditor Comment |
Management Response |
| During the year under review, the company has delayed in
filing disclosure under Regulation 23(9) of the SEBI (LODR) Regulations, 2015 for the half
year ended March 31, 2024. However, the Company has paid the SOP fine of Rs. 5,000/- to
both the stock exchanges. |
The Company had filed the disclosure under Regulation 23(9)
of the SEBI (LODR) Regulations, 2015 for the half year ended March 31, 2024 and the
Company has also paid a penalty of Rs. 5,000/- to each stock exchange. |
Pursuant to Regulation 24A of SEBI Listing Regulations, the Annual Secretarial
Compliance Report of the Company as issued by M/s. Mayank Arora & Co., Practicing
Company Secretary, was submitted to the stock exchanges within the statutory timelines.
In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of
the Act, the Board at its meeting held on August 29, 2025, based on recommendation of the
audit committee, has approved the appointment of M/s. Mayank Arora & Co., Company
Secretaries (Firm Registration Number P2023MH094900 and Peer Review Certificate No.
5923/2024) as Secretarial Auditors of the Company for a term of five consecutive years
commencing from financial year 2025-26 till financial year 2029-30, subject to approval of
the Members at the ensuing AGM.
M/s. Mayank Arora & Co., Company Secretaries have given their consent and confirmed
that they are not disqualified from being appointed as the Secretarial Auditors of the
Company and satisfy the eligibility criteria.
MAINTENANCE OF COST RECORDS
Your Company is not required to maintain cost records as specified by the Central
Government under sub-section (1) of Section 148 of the Companies Act, 2013 and accordingly
such accounts and records have not been maintained by the Company.
SECRETARIAL STANDARDS OF ICSI
The Company has complied with the requirements prescribed under the Secretarial
Standards on meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued
by the Institute of Company Secretaries of India and as notified by the MCA.
INTERNAL AUDITOR AND THEIR REPORT
The Board has appointed Mr. Varun Suthar as the Head of Internal Audit of the Company
w.e.f. November 01, 2024 and Mrs. Purvi Sanghavi as the Internal Auditor w.e.f. January
15, 2025 to conduct Internal Audit for FY 2024-25 . in accordance with Companies Act, 2013
and RBI guidelines.
An Audit plan was rolled out after approval of the Audit Committee. Pursuant to Risk
Based Internal Audit Framework, internal audit is aligned in such a manner that assurance
is provided to the Audit Committee and Board of Directors on quality and effectiveness of
the internal controls and governance related systems and processes.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)
The Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34(2)(f) and other applicable regulation read with Schedule V of Listing
Regulations is presented in a separate section and forms part of the Annual Report.
CORPORATE GOVERNANCE REPORT AND ITS COMPLIANCE CERTIFICATE
In compliance with Regulation 34 read with Schedule 9 of the Listing Regulations, a
detailed report on Corporate Governance forms an integral part of this Annual Report. A
Certificate from the Practicing Company Secretary confirming compliance of the conditions
of Corporate Governance as stipulated under the Listing Regulations is appended to the
Corporate Governance Report.
BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT (BRSR')
Pursuant to amendment in SEBI Listing Regulations, top 1000 listed entities based on
market capitalisation are required to submit a BRSR with effect from F.Y. 2025.
In accordance with Regulation 34(2)(f) of the Listing Regulations, the Business
Responsibility and Sustainability Report has been annexed to this Report as Annexure VII
which forms an integral part of this report.
DISCLOSURE ON NOMINATION AND REMUNERATION COMMITTEE AND NOMINATION AND REMUNERATION
POLICY
Section 178 of the Act and Regulation 19 read with Part D of Schedule II of the SEBI
Listing Regulations, requires the Nomination and Remuneration Committee ("NRC")
to formulate a policy relating to the remuneration of the Directors, SMP/KMPs and other
employees of the Company and recommend the same for approval of the Board. Further as per
requirements of Master Direction - Reserve Bank of India (Non-Banking Financial Company -
Scale Based Regulation) Directions, 2023, the Company is required to put in place a Board
approved compensation policy. Further, Section 134 of the Act stipulates that the Board's
Report is required to
include a statement on the Company's policy on Directors' appointment and remuneration
including criteria for determining qualifications, positive attributes, independence of
director and remuneration for KMPs and other employees ("the Policy"). In view
of the aforesaid, the Board has, based on the recommendation of the NRC of the Company,
approved the Policy which is available on the website of the Company
athttps://www.authum.com/policies.php
The Nomination and Remuneration Committee as on March 31, 2025 was comprised with
following members:
Mr. Rahul Bagaria - Chairman and Non-Executive Independent Director, Haridas Bhat -
Non-Executive Independent Director and Mrs. Alpana Dangi - Non-Executive Non- Independent
Director as members of the Committee. The details with respect to the attendance and
meetings of the NRC Committee has been provided in the Corporate Governance Report.
RISK MANAGEMENT
The Company has adopted a Risk Management Policy in accordance with the provisions of
the Act, Regulation 21 of the SEBI Listing Regulations and RBI regulations. The details
are covered as part of the Corporate Governance Report. The Company has a risk management
framework and Board members are informed about risk assessment and minimization procedures
and periodical review to ensure management controls risk by means of a properly designed
framework. The Risk Management committee facilitates the execution of Risk Management
Practices in the Company, in the areas of risk identification, assessment, monitoring,
mitigation and reporting.
The Risk Management Committee as on March 31, 2025 comprised of Mr. Amit Dangi -
Chairman and Whole Time Director, Mr. Divy Dangi - Whole-Time Director, Mr. Haridas Bhat -
Non Executive Independent Director and Mr. Deepak Dhingra - Chief Risk Officer as members
of the Committee.
Further upon re-constitution of the Committee by the Board of Directors at their
meeting held on May 12, 2025, the Committee currently comprises of Mr. Ajai Kumar -
Chairman and Non-Executive Independent Director, Mr. Amit Dangi - Whole-Time Director, Mr.
Divy Dangi - Whole-Time Director, Mr. Haridas Bhat - Non Executive Independent Director,
Mr. Akash Suri - Whole-Time Director and Chief Executive Officer and Mr. Deepak Dhingra -
Chief Risk Officer as members of the Committee.
WHISTLE BLOWER/VIGIL MECHANISM
The Company has formulated a codified Vigil Mechanism Policy incorporating the
provisions relating to Vigil Mechanism in terms of Section 177 of the Companies Act, 2013
and Regulation 22 of the Listing Regulations, in order to encourage Directors and
Employees of the Company to escalate to the level of the Audit Committee any issue of
concerns impacting and compromising with the interest of the Company and its stakeholders
in anyway. The Company's vigil mechanism / whistleblower policy aims to provide the
appropriate platform
and protection for whistle blowers to report instances of any actual or suspected
incidents of unethical practices, violation of applicable laws and regulations including
the integrity code, code of conduct for prevention of insider trading, code of fair
practices and disclosure.
All employees and directors have access to the Chairman of the audit committee. The
AC's oversight ensures that the framework is accessible to all stakeholders and that it
aligns with best practices. Necessary details pertaining to the framework are disclosed in
the Corporate Governance Report. The said Policy is available on the Company's website
https:// www.authum.com/policies.php
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
(A) Conservation of Energy and Technology Absorption:
The need for adoption of clean technology, improving end- use efficiency and
diversifying energy bases, etc. have all been seriously considered by the Government of
India and the country is poised for a considerable increase in the use of renewable energy
sources in its transition to a sustainable energy base. Your Company, being a Non-Banking
Finance Company has no activity relating to Conservation of Energy and Technology
Absorption as stipulated in Rule 8(3) of Companies (Accounts) Rules, 2014.
(B) Foreign Exchange Earnings & Outgo
During the year under review, the Company did not have any Foreign Exchange Earnings
however there was Outgo of Rs. 1.06 Crore.
CHIEF EXECUTIVE OFFICER & CHIEF FINANCIAL OFFICER CERTIFICATION
A Certificate of the Chief Executive Officer and Chief Financial Officer of the Company
in terms of Regulation 17(8) of the Listing Regulations is annexed to this report.
DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Policy on Prevention of Sexual Harassment in line with the
requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees are
covered under this policy. The Company's POSH Policy states for prevention, prohibition
and redressal of sexual harassment and for matters connected or incidental thereto, with
the objective of providing a safe working environment, where employees feel secure. The
details with respect to the Internal Complaints Committee have been disclosed in the
Corporate Governance Report.
Summary of sexual harassment complaints received / disposed off / pending during the FY
2024- 25 is as follows :
- Number of complaints received in the year: Nil
- Number. of complaints disposed off during the year: Nil and
- Number of cases pending for more than ninety days : Nil
COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961
Your Company demonstrates its commitment to the well-being of its women employees by
complying with the provisions of the Maternity Benefit Act, 1961 and confirms adherence to
applicable provisions of the Maternity Benefit Act, 1961. This adherence reflects the
company's core values, including sensitivity and integrity towards its workforce. The
Company recognises employees as key stakeholders, as outlined in its Employee Handbook.
The policy ensures that any employee- related grievances, including those concerning
maternity benefits, are handled through an established redressal mechanism and emphasizes
a fair, consistent, and rule- abiding process for grievance resolution, with an escalation
matrix available to ensure timely and effective handling of all complaints.
RBI COMPLIANCES
The Company is registered as a non-deposit accepting systemically important NBFC. The
Company complies with the Master Direction - Reserve Bank of India (Non-Banking Financial
Company - Scale Based Regulation) Directions, 2023 and all the applicable laws,
regulations, guidelines, etc. prescribed by RBI from time to time. In compliance with the
requirement of Scale Based Regulatory Framework the Company has defined and appointed
various control functions such as Chief Risk Officer, Chief Compliance Officer, Head of
Internal Audit, Chief Information Security Officer & Chief Information Officer.
During FY 2024-25, there were no frauds committed by the Company and no material frauds
committed on the Company by its officers or employees.
CHANGE IN NATURE OF BUSINESS
During the financial year 2024-25, there has been no change in the nature of the
Company's business.
OTHER DISCLOSURES AND INFORMATION
a) Significant and Material Orders passed by any Authorities
There are no significant and material orders passed by the regulators/courts which
would impact the going concern status of the Company and its future operations.
b) Material Changes and Commitments affecting financial position of the Company
between the end of the financial year 2024-25 and the date of the report
There were no material changes and commitments affecting the financial position of the
Company which occurred between the end of the financial year to which these financial
statements relate and the date of the Board's Report.
c) Proceedings Under Insolvency and Bankruptcy Code, 2016
There are no proceedings, either filed by the Company or against the Company, pending
under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law
Tribunal or other Courts as on March 31, 2025.
d) 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
There are no instances of one-time settlement during the financial year.
DEPOSITORY SYSTEM
The Company's Equity Shares are compulsorily tradable in electronic form. As on March
31, 2025, Company's 100 % of total equity paid-up share capital comprising 16,98,45,100
Equity Shares, were in dematerialized form.
APPRECIATION
Your Company has been able to perform better with the continuous improvement in all
functions and areas which coupled with an efficient utilization of the Company's resources
led to sustainable and profitable growth of the Organization. We extend our heartfelt
appreciation to all our stakeholders whose unwavering support has been instrumental in our
journey toward success. We are grateful to our investors for their confidence and
commitment, our partners for their collaborative spirit, and our suppliers for their
reliability and quality. Your collective efforts, insights, and encouragement have not
only propelled us forward but have also shaped the foundation of our achievements.
Together, we have built something truly remarkable, and we look forward to continuing this
journey with the same passion and shared purpose. Your Directors express their deep sense
of appreciation and extend their sincere thanks to every employee and associates for their
dedicated and sustained contribution and they look forward the continuance of the same in
future.
ACKNOWLEDGEMENTS
The Directors would like to place on record their gratitude for the valuable guidance
and support received from the Reserve Bank of India, the Securities and Exchange Board of
India, the Registrar of Companies, and other government and regulatory agencies and to
convey their appreciation to the Members, bankers, lenders, vendors and all other business
associates for the continuous support given by them to the Company. The Directors also
place on record their appreciation of all the employees of the Company for their
commitment, commendable efforts, team work and professionalism.
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