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Authum Investment & Infrastructure Ltd.

BSE: 539177 Sector: Financials
NSE: N.A. ISIN Code: INE206F01022
BSE 00:00 | 23 Sep 244.80 -4.10
(-1.65%)
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253.50

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260.00

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NSE 05:30 | 01 Jan Authum Investment & Infrastructure Ltd
OPEN 253.50
PREVIOUS CLOSE 248.90
VOLUME 21917
52-Week high 284.00
52-Week low 123.39
P/E 9.80
Mkt Cap.(Rs cr) 4,157
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 253.50
CLOSE 248.90
VOLUME 21917
52-Week high 284.00
52-Week low 123.39
P/E 9.80
Mkt Cap.(Rs cr) 4,157
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Authum Investment & Infrastructure Ltd. (AUTHUMINVEST) - Director Report

Company director report

To

The Members

The Directors have pleasure in presenting the 39th Annual Report togetherwith the Audited Accounts of the Company for the year ended 31st March 2021.

FINANCIAL HIGHLIGHTS

PARTICULARS Year Ended 31/03/2021 Year Ended 31/03/2020
(Rs.) (Rs.)
Operational & Other Income 2553829961 (105034327)
Profit/Loss Before Depreciation & Tax 1572604813 (152878960)
Less: Depreciation 23136 15143
Provision for taxation 219500000 0.00
Mat Credit Entitlement earlier year 0.00 0.00
Deferred Tax 0.00 0.00
Taxes for earlier years 0.00 39234
Profit/Loss after Depreciation & Tax 1353081677 (152933337)
Balance brought forward for previous year 0.00 0.00
Appropriations
Amount transferred to Statutory Reserves 270616335 0.00
Bonus shares Issued 0.00 0.00
Balance Carried to Balance Sheet 1082465342 (152933337)

OPERATIONS

During the year under review Company made a profit of H 1353081677/- ascompared to a loss of Rs.152933337/- owing to the pick up in the Indian economy andfavorable market sentiments. The Management is very positive and looking forward forbetter performance in future.

Detailed information on the operations of the Company and details on the state ofaffairs of the Company are covered in the Management Discussion and Analysis Report.

There has been no change in the nature of business of your Company during the yearunder review.

DIVIDEND & APPROPRIATIONS

The Board of Directors has decided not to recommend any dividend for the year ended 31stMarch 2021.

APPROPRIATIONS

The Company has transferred Rs. 270616335/- to Statutory Reserve Fund created interms of Section 45-IC of the RBI Act 1934 during the year under review. The closingbalance of the reserves and surplus of the Company for FY 2020-21 after all appropriationand adjustments was Rs. 403411237/-.

TRANSFER OF UNCLAIMED AND UNPAID DIVIDEND AMOUNTS TO THE INVESTOR EDUCATION ANDPROTECTION FUND (IEPF)

Members are hereby informed that under the Act the Company is obliged to transfer anymoney lying in the Unpaid Dividend Account which remains unpaid or unclaimed for a periodof seven years from date of such transfer to the Unpaid Dividend Account to the credit ofthe Investor Education and Protection Fund ("the Fund") established by theCentral Government. Further attention of the members is drawn to the provisions of Section124(6) of the Act which require a company to transfer in the name of IEPF Authority allshares in respect of which dividend has not been paid or claimed for 7 (seven) consecutiveyears or more from the date of transfer to Unpaid Dividend Account of the Company. Inaccordance with the aforesaid provisions of the Act read with the Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 (IEPFRules) as amended from time to time the Company has already transferred all shares inrespect of which dividend declared for the financial year 2010-11 has not been paid orclaimed by the members for 7 (seven) consecutive years. Members are advised to visit thewebsite of the Company to ascertain details of shares transferred to IEPF Authority. TheCompany has transferred the unpaid or unclaimed dividends declared for the financial years2010-11 to the Fund. The Company has uploaded the details of unpaid and unclaimed dividendamounts transferred to IEPF on the website of the Company. The said details have also beenuploaded on the website of the Ministry of Corporate Affairs and the same can be accessedthrough the link: www.mca.gov.in.

INCREASE IN SHARE CAPITAL

During the year under review your Company has issued and allotted in aggregate4611236 Equity Shares of H 10/- each at a premium of H 71/- each on Rights Basis in theratio of 2:5 to the existing shareholders of the Company.

Consequent to the aforesaid the issued subscribed and paid–up Share Capital ofthe Company increased from H 115280900/- to H 580393260/- consisting of 16139326equity shares of H 10/- each and 41900000 preference shares of Rs. 10/- each.

As on 31st March 2021 100% of the total paid-up capital of the Companystands in the dematerialized form.

Further the Company has not issued any equity capital during the year under review andhas also not issued any shares with differential voting rights nor granted any stockoptions or sweat equity at any time including during the year under review.

NON-CONVERTIBLE REDEEMABLE PREFERENCE SHARES

As on 31st March 2021 the total outstanding Non-Convertible RedeemablePreference Shares (RPS) issued and allotted on private placement basis stands at H 209.50Crores divided into 41900000 Preference Shares of Face Value H 10/- each.

IMPACT OF NOVEL COVID-19 PANDEMIC

The COVID-19 pandemic has been a difficult period for all the industries. At thebeginning of the financial year we suspended some of the operations at the Office andshut the offices with a view to safeguard the risks to the health of the employees of theCompany work from home for its employees. During the year we were able to maintain ourinvestment portfolio in good pace as complete economy started picking up and all otherbusinesses have reached pre covid levels.

PUBLIC DEPOSITS

The Company did not hold any public deposits at the beginning of the year nor has itaccepted any Public Deposits during the year under review.

PARTICULARS OF LOANS GRANTED GUARANTEE PROVIDED AND INVESTMENTS MADE PURSUANT TO THEPROVISIONS OF SECTION 186 OF THE COMPANIES ACT 2013

The provisions of Section 186 of the Companies Act 2013 pertaining to investment andlending activities is not applicable to the Company since the Company is an NBFC whoseprincipal business is the acquisition of securities.

During the year the Company has not provided any guarantee.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL RESULTS

The Company does not have any subsidiary Company; hence the provisions pursuant toconsolidation are not applicable.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of the Annual Return ofthe Company in Form MGT-9 is annexed as Annexure 1 and forms an integral part of thisreport. The Annual Return as referred in Section 134(3)(a)of the Companies Act 2013 forthe financial year ended 31st March 2021 shall be placed on the website of theCompany at www. authum.com.

FINANCIAL STATEMENTS

Pursuant to the Companies (Indian Accounting Standards) Rules 2015 ("INDAS") notified by the Ministry of Corporate Affairs the Company being a NBFC hasadopted the Indian Accounting Standards with effect from 1st April 2019.

Accordingly the Financial Statements of the Company for the year ended 31stMarch 2021 and 31st March 2020 have been prepared in accordance with IND AS.

The audited Financial Statements prepared in accordance with IND AS are provided inthis Annual Report.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act 2013 and Listing Regulations yourCompany has formulated a Policy on Related Party Transactions which is available onCompany's website at www.authum.com. This Policy deals with the review and approval ofrelated party transactions. The Board of Directors of the Company has approved thecriteria for giving the omnibus approval by the Audit Committee within the overallframework of the Policy on Related Party Transactions.

Omnibus approval was obtained for related party transactions which are of repetitivenature and entered in the ordinary course of business and at arm's length basis. Pursuantto Regulation 23 of the Listing Regulations all related party transactions were placedbefore the Audit Committee on a quarterly basis for their review and approval. Furtherthe Policy on materiality of Related Party Transactions is available on the website of theCompany at www.authum.com. Particulars of contracts or arrangements with related partiesreferred to in Section 188(1) of the Companies Act 2013 in the prescribed Form AOC-2 isappended as Annexure II to the Board's report.

MEETINGS OF THE BOARD

During the year under review 5 (Five) Board Meetings were held. The details of thecomposition of the Board and its Committees and of the Meetings held and attendance of theDirectors at such Meetings are provided in the Corporate Governance Report. There havenot been any instances during the year when recommendations of the Audit Committee werenot accepted by the Board.

COMMITTEES OF THE BOARD

Currently the Board has ten Committees viz. Audit Committee Nomination &Remuneration Committee Corporate Social Responsibility Committee StakeholdersRelationship Committee Investment Committee Risk Management Committee. CorporateGovernance Committee Rights Issue Committee Allotment Committee and Asset LiabilityCommittee. A detailed note on the composition of the Board and its Committees and otherrelated particulars are provided in the Report of Directors on Corporate Governanceforming part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 152 (6) of the Companies Act 2013 and otherapplicable provisions if any of the Companies Act 2013 (including any statutorymodification or re-enactment thereof for the time being in force) Mrs. 01506529)Non-Executive Non-Independent Director of the Company is liable to retire by rotation atthe ensuing AGM and being eligible offers herself for reappointment. The brief resume ofMrs. Alpana Dangi and other relevant details are given in the accompanying Notice of AGM.During the year under review the Board of Directors of the Company appointed Mrs.Bhaviika Jain and Mr. Ashokan Achuthan as Independent Directors of the Company w.e.f. 30thMay 2020 for a period of 5 years i.e. 30th May 2020 to 29th May2025. Further their appointment as an Independent Directors was approved by theShareholders at the Thirty Eighth AGM of the Company held on 30th September2020.

Mr. Tapan Sodani and Mrs. Barkha Agarwal resigned as Independent Directors of theCompany via resolution passed by the Board of Directors on 30th May 2020.

Further during the year under review subject to approval of the shareholders of theCompany in the ensuing AGM the Board has approved the appointment of Mr. Sanjiv Swarup asAdditional Independent Director of the Company w.e.f. 21st October 2020 forthe term of 5 years i.e. 21st October 2020 up to 20th October2025 under the provisions of Section 161 of the Act. Mr. Sanjiv Swarup will hold theoffice upto the date of the ensuing AGM of the Company. Further Mr. Vinit Parikh due tohis increased work commitments has resigned as an Independent Director of the Companyw.e.f. 21st October 2020.

With deep regret we report the sad demise of our Independent Director Mr. AshokanAchuthan on 2nd April 2021. Your Directors place on record their highestgratitude and appreciation for the guidance given by Mr. Ashokan Achuthan to the Boardduring his tenure as a Director.

Further the Board of Directors at its meeting held on 21st April 2021 andon the recommendation of the Nomination and Remuneration Committee (NRC) had appointed Mr.Sanjay Dangi (DIN: 00012833) as an Additional Director and further recommends to themembers of the Company appointment of Mr. Sanjay Dangi (DIN: 00012833) as aNon-Executive Non-Independent Director of the Company w.e.f. 21st April 2021and the Board of Directors also considered and noted resignation of Mr. Navin Kumar JainExecutive Director of the Company w.e.f. 21st April 2021.

Necessary resolutions for the appointment / re-appointment of the aforesaid directorsand their detailed profiles have been included in the notice convening the ensuing AGM anddetails of the proposal for appointment / reappointment are mentioned in the explanatorystatement of the notice in accordance with the requirements of the Listing Regulations andSecretarial Standards. All the directors of the Company have confirmed that they are notdisqualified from being appointed as directors in terms of section 164 & 165 of theCompanies Act 2013.

DECLARATION FROM THE INDEPENDENT DIRECTORS

During the year under review all the Independent Directors had submitted theDeclaration of Independence as required pursuant to section 149(7) of the Companies Act2013 stating that they meet the criteria of independence as provided in section 149(6) ofthe Companies Act 2013 read with applicable provisions of SEBI (Listing Obligations &Disclosure Requirements) 2015 or as per applicable regulation of SEBI (ListingObligations & Disclosure Requirements) 2015

The Board took on record the declaration and confirmation submitted by the independentdirectors regarding them meeting the prescribed criteria of independence afterundertaking due assessment of the veracity of the same in terms of the SEBI ListingRegulations.

SEPARATE MEETING OF INDEPENDENT DIRECTOR

The Independent Directors of the Company met on 12th February 2021 in termsof Section 149(8) and Schedule – IV of Companies Act 2013 and regulation 25(3) &(4) of SEBI (Listing Obligations & Disclosure Requirements) 2015 without theattendance of Non-Independent Directors and members of management. They met to discuss theinter-alia amongst other items the following mandatory items viz.

(a) to review the performance of non-independent directors and the Board as a whole;

(b) to review the performance of the Chairperson of the company taking into accountthe views of executive directors and non- executive directors;

(c) to assess the quality quantity and timeliness of flow of information between theCompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS (IDs)

In terms of Regulation 25(7) of the SEBI (Listing Obligations & DisclosureRequirements) 2015 and the Companies Act 2013 the Company is required to conduct theFamiliarization Programme for Independent Directors (IDs) to familiarize them about theirroles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company etc. through various initiatives.Significant Statutory updates are circulated on a quarterly basis through which Directorsare made aware of the significant news developments and highlights from various regulatoryauthorities viz. Reserve Bank of India (RBI) Securities and Exchange Board of India(SEBI) Ministry of Corporate Affairs (MCA) etc.

The Company Secretary regularly apprises the Directors about their roles rights andresponsibilities in the Company from time to time as per the requirements of the SEBI(Listing Obligations & Disclosure Requirements) 2015 with the Stock Exchanges andCompanies Act 2013 read together with the Rules and Schedules there under. The policy anddetails of familiarization programme imparted to the Independent Directors of the Companyis available at www.authum.com.

PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134(3) 149(8)and Schedule IV of the CompaniesAct 2013 read with Listing Regulations Annual Performance Evaluation of the Board theDirectors as well as Committees of the Board has been carried out. The performanceevaluation of all the Directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board details of which are provided in theCorporate Governance Report. The properly defined and systematically structuredquestionnaire was prepared after having considered various aspects and benchmarks of theBoard's functioning composition of the Board and its Committees performance of specificduties obligations and governance.

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company and the reviews performed by Management and therelevant Board Committees including the Audit Committee the Board is of the opinion thatthe Company's internal financial controls were adequate and effective during the financialyear 2020-21.

Accordingly pursuant to Section 134(3)(c) and 134(5) of the Companies Act 2013 theBoard of Directors to the best of their knowledge and ability confirm:

1. That in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures if any;

2. That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the loss of the Company for the year under review;

3. That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

4. That the Annual Accounts for the year ended 31st March 2021 has beenprepared on a going concern basis.

5. They have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively;

6. They have devised proper systems to ensure compliance with the provisions of allapplicable 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 monitoringprocedures to ensure that all assets and investments are safeguarded against loss fromunauthorized use or disposition. Company policies guidelines and procedures provide foradequate checks and balances and are meant to ensure that all transactions are authorizedrecorded and reported correctly.

The Internal Auditor reviews the efficiency and effectiveness of these systems andprocedures. The Internal Auditor submits his Report periodically which is placed beforethe Audit Committee.

A combination of these systems enables your Company to maintain a robust design ofcontrols and its operating effectiveness is ensured through periodical internal checks andaudit.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY AND ITS REPORT

In compliance with the provisions of Section 135 of the Companies Act 2013 read withCompanies (Corporate Social Responsibility Policy) Rules 2014 the Board of Directorshave reconstituted Corporate Social Responsibility (CSR) Committee on 21stOctober 2020 under the Chairmanship of Mr. Sanjiv Swarup. Mr. Amit Dangi and Mr. VimalAjmera are the members of the CSR Committee.

The Board of Directors of the Company has approved CSR Policy based on therecommendation of the CSR Committee and uploaded it on the website of the Company atwww.authum.com. During the year under review the Company has fallen out of the purview ofthe prescribed criteria as laid down in Section 135(1) of the Companies Act 2013 readwith Rule 3(2) of Companies (CSR) Rules 2014 CSR Provisions are not applicable. Hencethe requirement to disclose the Corporate Social Responsibility policy in the Company'sWebsite has also been dispensed with.

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 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementcontaining the disclosures pertaining to remuneration and other details as required underthe Act and the above Rules are provided in the Annual Report.

The disclosures as specified under Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are appended to this Report as AnnexureIII. The information regarding employee remuneration as required pursuant to Rule 5(2) andRule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is not provided as none of the employees are covered under the same.

STATUTORY AUDITORS AND THEIR REPORT

M/s. Sanghai & Co. Chartered Accountants (Firm Reg. No. 319079E) were appointed asStatutory Auditors of the Company from the conclusion of the 35th AnnualGeneral Meeting until the conclusion of the 39th Annual General Meeting to beheld in the year 2021. As per the provisions of Section 139 of the Act they haveconfirmed that they are not disqualified from continuing as Auditors of the Company. TheAudit Report of M/s. Sanghai & Co. Chartered Accountants (Firm Reg. No. 319079E) onthe Financial Statements of the Company for the Financial Year 2020-21 is a part of theAnnual Report.

There are no qualifications reservations or adverse remarks or disclaimers made byM/s. Sanghai & Co. Chartered Accountants Statutory Auditors in their report on theCompany's financial statements for the year ended on 31st March 2021.

DETAILS OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OF THECOMPANIES ACT 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review the Statutory Auditor and Secretarial Auditor have notreported any instances of frauds committed in the Company by its Officers or Employees tothe Audit Committee under Section 143(12) of the Act details of which needs to bementioned in this Report.

SECRETARIAL AUDITOR

The Company had appointed Mr. Mayank Arora proprietor of M/s. Mayank Arora & Co.Practicing Company Secretary holding membership of The Institute of Company Secretariesof India (Membership No. F10378; Certificate of Practice No. 13609) as the SecretarialAuditor of the Company for FY 2020-21 to conduct the Secretarial Audit pursuant to Section204 of the Companies Act 2013 read with the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014. The Secretarial Audit report as received from M/s.Mayank Arora & Co is appended to this Report as Annexure IV.

In addition to the above the company has obtained Secretarial Compliance Report forthe financial year ended 31st March 2021 from M/s. Mayank Arora & Co.Practicing Company Secretary in compliance with the Regulation 24A of the ListingRegulations and the SEBI circular CIR/CFD/CMD1/27/2019 dated 8th February 2019and has been submitted with stock exchanges.

The Secretarial Audit Report contains the following observations/ Remarks as follows:

MAINTENANCE OF COST RECORDS

Your Company is not required to maintain cost records as specified by the CentralGovernment under sub-section (1) of Section 148 of the Companies Act 2013 and accordinglysuch accounts and records have not been maintained by the Company.

SECRETARIAL STANDARDS OF ICSI

The Company has complied with the applicable mandatory Secretarial Standards issued bythe Institute of Company Secretaries of India.

INTERNAL AUDITOR AND THEIR REPORT

The Board appointed M/s. L.K. Bhonia & Co. Chartered Accountant as InternalAuditors to conduct Internal Audit for the FY 2020-21. During the year under review M/s.L.K. Bhonia & Co Internal Auditor's had submitted their Report for the financial year2020-21 for various quarters/period to the Audit Committee for its review and necessaryaction.

MANAGEMENT DISCUSSION ANALYSIS REPORT (MDAR)

The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2)(f ) & (3)and other applicable regulation read with Schedule Vof SEBI Listing Obligations and Disclosure Requirements Regulations 2015 is presented ina separate section and forms part of the Annual Report.

CORPORATE GOVERNANCE REPORT AND ITS COMPLIANCE CERTIFICATE

In compliance with the Regulation 34 read with Schedule 9 of the Listing Regulations adetailed report on Corporate Governance is given as an Annexure and forms an integral partof this Annual Report. A Certificate from the Practicing Company Secretary confirmingcompliance of the conditions of Corporate Governance as stipulated under the ListingRegulations is appended to the Corporate Governance Report.

BUSINESS RESPONSIBILITY REPORT

The SEBI has extended the applicability of Business Responsibility Report (BRR) to thetop 1000 Companies by market capitalization from F.Y. 2019-20 and accordingly theBusiness Responsibility Report describing the initiatives taken by the Company from anenvironmental social and governance perspective has been annexed to this Report asAnnexure V which forms an integral part of this report.

DISCLOSURE ON NOMINATION AND REMUNERATION COMMITTEE AND NOMINATION AND REMUNERATIONPOLICY

The Nomination and Remuneration Committee as on 31st March 2021 comprisesof the following: Mrs. Alpana Dangi – Non Executive Non Independent Director; Mr.Sanjiv Swarup - Chairman and Non Executive Independent Director and Mr. Vimal Ajmera– Non Executive Independent Director. The Board has on the recommendation of theNomination & Remuneration Committee framed a policy for selection and appointment ofDirectors Senior Management and their remuneration. The Remuneration Policy is stated inthe Corporate Governance Report.

RISK MANAGEMENT

The Company has adopted a Risk Management Policy in accordance with the provisions ofthe Act and Regulation 17(9) of the SEBI (Listing Obligations & DisclosureRequirements) 2015. It establishes various levels of risks with its varying levels ofprobability the likely impact on the business and its mitigation measures.

The Risk Management Committee as on 31st March 2021 comprises of thefollowing: Mr. Amit Dangi – Chairman and Executive Director Mrs. Alpana Dangi –Non Executive Non Independent Director and Mr. Ashokan Achuthan Non Executive IndependentDirector.

The Audit committee facilitates the execution of Risk Management Practices in theCompany in the areas of risk identification assessment monitoring mitigation andreporting.

WHISTLE BLOWER/VIGIL MECHANISM

The Company has formulated a codified Vigil Mechanism Policy incorporating theprovisions relating to Vigil Mechanism in terms of Section 177 of the Companies Act 2013and Regulation 22 of the SEBI (Listing Obligations & Disclosure Requirements) 2015in order to encourage Directors and Employees of the Company to escalate to the level ofthe Audit Committee any issue of concerns impacting and compromising with the interest ofthe Company and its stakeholders in anyway. The Company is committed to adhere to highestpossible standards of ethical moral and legal business conduct and to open communicationand to provide necessary safeguards for protection of employees from reprisals orvictimization for whistle blowing in good faith. During the year under review theCompany amended the Whistle Blower Policy to provide a clause wherein all employees of theCompany are eligible to report any instance of leak of Unpublished Price SensitiveInformation. The said Policy is available on the Company's website www.authum.com.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

(A) Conservation of Energy and Technology Absorption:

The Company has no activity relating to Conservation of Energy and TechnologyAbsorption 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 orOutgo.

CEO & CFO CERTIFICATION

A Certificate of the CEO and CFO of the Company in terms of Regulation 17(8) of theListing Regulations is annexed to this report.

DISCLOSUREUNDERTHESEXUALHARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2020- 21

No. of complaints received: Nil

No. of complaints disposed off: Nil

COMPLIANCE

The Company is registered as a non-deposit accepting non-systemically important NBFC.The Company has complied with and continues to comply with all applicable laws rulescirculars and regulations including the RBI Directions.

During FY 2020-21 there were no frauds committed by the Company and no material fraudscommitted on the Company by its officers or employees.

OTHER DISCLOSURES AND INFORMATION

a) Significant and Material Orders passed by the Authority

There are no significant or material orders passed by the Regulators or Courts orTribunals which impacts the going concern status of the Company and its future operations.

b) Material Changes and Commitments affecting financial position

There are no material changes and Commitments affecting financial position howeverpursuant to Rights Issue of the Company the promoter holding changed from 8615906Equity Shares i.e. 74.74% to 11090906 Equity Shares i.e. 68.72% of paid up equity sharecapital of the Company. The Company had bided for acquisition of acquisition of assets ofReliance Home Finance Limited (‘RHFL') and acquisition of Reliance Commercial FinanceLimited (‘RCFL'). The Company had on 19th June 2021 and 15thJuly 2021 received letter of intent (‘LOI') from the Lead Bank i.e. Bank of Barodaon behalf of the Lenders of Inter Creditor Agreement (‘ICA') under Reserve Bank ofIndia (Prudential Framework for Resolution of Stressed Assets) Directions 2019 dated June7 2019 (‘RBI Directions') for the said acquisition of assets of RHFL and acquisitionof RCFL. Both the LOI's are subject to approval by Non ICA Lenders RBI and otherregulatory and statutory requirements / approval.

We believe your company possesses a strong foundation supported by an enthusiasticmanagement with relevant domain experience and a sound balance sheet. Further proposedacquisition of RCFL and RHFL strengthens our business portfolio and enables us to developa single platform across multiple financial products and services in the NBFC sector.

Your company shall continue to strive for excellence and seek new product offerings andgeographical expansion in a phased manner to gain healthy traction in this growing lendingIndustry.

As part of our diversification strategy we are extremely excited about the growthpotential which these acquisitions offer with a blend of commercial finance MSME/SMEaffordable housing loan against properties retail and consumer finance along with strongdigital & technology play to generate higher yields. We believe that these segmentsare major drivers of the national economy with significant unfulfilled demand and have thepotential to positively touch the lives of millions in the country.

Authum is geared up to meet its financial commitment to the Lenders of RCFL and RHFLunder the LOI. As part of its core investment strategy and principles of valuepreservation and long-term value creation Authum will leverage RCFL's and RHFL's existingcustomer base employees processes licenses knowledge infrastructure branch networkand digital platform with an aim to create a niche lending platform. Authum is committedto the well-being of the current employees and ensuring continuity of customer services ofboth the companies.

APPRECIATION

Your Company has been able to perform better with the continuous improvement in allfunctions and areas which coupled with an efficient utilization of the Company's resourcesled to sustainable and profitable growth of the Organization. Your Directors express theirdeep sense of appreciation and extend their sincere thanks to every employee andassociates for their dedicated and sustained contribution and they look forward thecontinuance of the same in future.

ACKNOWLEDGEMENTS

The Directors would like to place on record their gratitude for the valuable guidanceand support received from the Reserve Bank of India the Securities and Exchange Board ofIndia the Registrar of Companies and other government and regulatory agencies and toconvey their appreciation to the Members bankers lenders vendors and all other businessassociates for the continuous support given by them to the Company. The Directors alsoplace on record their appreciation of all the employees of the Company for theircommitment commendable efforts team work and professionalism.

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