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Avasara Finance Ltd.

BSE: 511730 Sector: Financials
NSE: N.A. ISIN Code: INE759D01017
BSE 00:00 | 21 Mar Avasara Finance Ltd
NSE 05:30 | 01 Jan Avasara Finance Ltd
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OPEN 21.00
CLOSE 21.00
VOLUME 5384
52-Week high 21.00
52-Week low 7.04
P/E
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Avasara Finance Ltd. (AVASARAFINANCE) - Director Report

Company director report

To

The Members

TRC Financial Services Limited

Your Directors' have pleasure to present the Twenty Seventh Annual Report of yourCompany TRC Financial Services Limited for the financial year ended March 312021. Inline with the requirements of the Companies Act 2013 and the rules framed there underthis report covers the financial results and other developments during the Financial Year1st April 2020 to 31st March 2021.

1. SUMMARY OF OPERATIONS/RESULTS

The financial results of the Company for the year ended March 312021 compared to theprevious year are summarized below:

(Rupees in Lacs)

Particulars March 31 2021 March 31 2020
Revenue from Operations 62.65 104.70
Other Income /Loss 0.27
Total Expenditure 35.43 87.23
Net Profit/(Loss) before tax 27.22 17.74
Current Tax (3.20) (2.15)
Tax Expense for earlier years 3.20 2.07
Net Profit/(loss) after Tax (0.60)

-

2. COMPANY'S AFFAIRS

Your Company has earned a total business revenue of Rs. 62.65 lacs and the net profitbefore tax of Rs. 27.22 lacs for the financial year 2020-21 as against the revenue of Rs.104.70 lacs and net profit before tax of Rs. 17.74 lacs in the previous financial year2019-2020.

3. PERFORMANCE AND FUTURE PROSPECTS

Your Company has prepared the Financial Statements in accordance with Indian AccountingStandards ("IND AS") notified under the Companies (Indian Accounting Standards)Rules 2015 as amended by the Companies (Indian Accounting Standards) Rules 2016. TheCompany has adopted IND AS from 1st April 2018 with effective transition dateof 1st April 2017 and accordingly these Financial Statements together withthe Financial Statements for the comparative reporting period have been prepared with therecognition and measurement principles stated therein prescribed under Section 133 of theCompanies Act 2013 ("the Act") read with relevant Rules issued there under andthe other accounting principles generally accepted in India.

During the year 2020-21 the company had nil revenue from consulting services ascompared to Rs. 100 lacs in the previous financial year. Employee benefit cost during theyear was 17.61 lacs as compared to 68.20 lacs in the previous financial year. Profitbefore tax for the financial year was at Rs. 26.62 lacs as against a profit before tax ofRs. 17.74 lacs for the financial year 2019-20

Further the management of the Company is looking at various opportunities for expandingthe business including other area of lending and building a loan book.

4. CHANGE IN THE MANAGEMENT OF THE COMPANY

During the year under review there was no change in the management of the Company

5. DIVIDEND & TRANSFERS TO IEPF

Your Board does not recommend any dividend for the financial year ended March 312021.The Company was not required to transfer the amount of any unclaimed/unpaid dividendto Investor Education Protection Fund.

6. TRANSFER TO RESERVE

The Board of Directors of your Company has decided not to transfer any amount to thereserve for the year under review.

7. CORPORATE GOVERNANCE

Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 provide threshold for applicability of corporate governance rules. Your company doesnot exceed such threshold. Hence provision of corporate governance is not applicable onyour company.

8. CHANGE IN THE NATURE OF BUSINESS

No changes occurred in the nature of business during the financial year ended March 312021 and till the date of issue of this report.

9. MATERIAL CHANGES AND COMMITMENTS

No material changes/ commitments occurred between the end of the financial year towhich financial statements relate and the date of this report.

10. DEPOSITS

The Company has not accepted any deposits and as such no amount of principal orinterest is outstanding as of the Balance Sheet date.

11. SUBSIDIARY ASSOCIATE AND JOINT VENTURES COMPANIES

The Company does not have any subsidiary as per Clause 2(87) or associate as per Clause2(6) of the Companies Act 2013; also it has not entered into any joint ventureagreements with any other entities.

12. SHARE CAPITAL

During the F.Y. 2020-2021 there was no change in the Share Capital of the Company.

13. BOARD OF DIRECTORS KEY MANAGERIAL PERSONNEL AND COMMITTEES THEREOF

13.1 Board of Directors and Key Managerial personnel

The Current Composition of Board of Directors and Key Managerial Personnel of theCompany is as follows:

Name of Director and Key Managerial Personnel DIN/ PAN Category
1 Mr. Naresh Gandhi 08130774 Non - Executive Independent Director
2 Mr. K. Sanjay Prabhu 00023196 Non- Executive non - Independent Director
3 Mrs. Uma Prasad Bontha 08406107 Non- Executive Independent Director
4 Ms. Charmi Kartik Gindra AQAPC3360K Company Secretary and Compliance Officer

* Mr. G Koteswar ceased to be the whole - time Director on 18thNovember 2020 consequent to his death

13.2 Board of Directors

• Details of Board Meetings/Committee Meetings

The Board of Directors met four times during the year. The details as per Standard 9 ofthe Secretarial Standards-1 on Board meetings / committee Meetings held during thefinancial year 2020-21 are furnished below:

Board Meeting Dates 29th June 2020 1st September 2020 6th November 2020 and 11th February 2021
Audit Committee Meeting Dates 29th June 2020 1st September 2020 6th November 2020 and 11th February 2021
NRC Committee Meeting Dates 1st September 2020
Stakeholders Relationship Committee 1st September 2020
Meeting Date

• Attendance of Directors at Meetings

Name of the Director Board meeting attended Audit Committee meetings attended NRC Committee meetings attended Stakeholders Relationship Committee Meeting Date
1 Mr. Naresh Gandhi 4 4 1 1
2 Mr. Sanjay Prabhu 4 4 1 -
3 Mrs. Uma Prasad 4 4 1 1
4 Mr. Giddaiah Koteswar 3 - - 1

Board of Directors

• Details of Board Meetings/Committee Meetings

The Board of Directors met four times during the year. The details as per Standard 9 ofthe Secretarial Standards-1 on Board meetings / committee Meetings held during thefinancial year 2020-21 are furnished below:

Board Meeting Dates 29th June 2020 1st September 2020 6th November 2020 and 11th February 2021
Audit Committee Meeting Dates 29th June 2020 1st September 2020 6th November 2020 and 11th February 2021
NRC Committee Meeting Dates 1st September 2020
Stakeholders Relationship Committee Meeting Date 1st September 2020

• Attendance of Directors at Meetings

Sl No. Name of the Director Board meeting attended Audit Committee meetings attended NRC Committee meetings attended Stakeholders Relationship Committee Meeting Date
1 Mr. Naresh Gandhi 4 4 1 1
2 Mr. Sanjay Prabhu 4 4 1 -
3 Mrs. Uma Prasad 4 4 1 1
4 Mr. Giddaiah Koteswar 3 - - 1

• Changes in Directors/ Key Managerial Personnel

During the year under review and since the last Boards report the following changes inthe composition of Board of Directors and Key Managerial Personnel took place:

1. Mr. Giddaiah Koteswar ceased to be a Whole-time Director with effect from 18thNovember 2020 consequent to his death

• Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr. Sanjay Prabhu (DIN: 00023196) retires byrotation at ensuing Annual General Meeting and being eligible has offered himself forre-appointment.

The Board of Directors recommends to the shareholders to re-appoint him at the ensuingAnnual General Meeting.

• Committee Meeting Independent Directors

During the year under review the Independent Directors was held on 11thFebruary 2021 inter alia to discuss:

1. Evaluation of performance of Non-Independent Directors and the Board of Directors asa whole.

2. Evaluation of performance of the Chairman of the meetings of the Companyconsidering the views of Executive and Non-Executive Directors.

3. Evaluation of the quality content and timelines of flow of information between theManagement and the Board that is necessary for the Board to effectively and reasonablyperform its duties

• Declaration from Independent Directors

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosures Requirements) Regulations 2015.

In the opinion of the Board all the Independent Directors possess the integrityexpertise and experience including the proficiency required to be Independent Directors ofthe Company fulfil the conditions of independence as specified in the Act and the SEBIListing Regulations and are independent of the management and have also complied with theCode for Independent Directors as prescribed in Schedule IV of the Act.

• Familiarization program for independent directors

All new independent directors appointed on the Board attend a familiarization program.

After appointment a formal letter is issued to the independent directors outlininghis/her roles functions duties and responsibilities.

• Board evaluation

The performance of the board was evaluated by the board after seeking inputs from allthe directors based on the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members based on the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The board and the nomination and remuneration committee reviewed the performance of theindividual directors based on the criteria such as the contribution of the individualdirector to the board and committee meetings.

In a separate meeting of independent directors performance of non-independentdirectors and performance of the board was evaluated taking into account the views ofexecutive directors and non- executive directors. Performance evaluation of independentdirectors was done by the entire board excluding the independent director beingevaluated.

• Policy on director's appointment and remuneration

The current policy of the Company is to have an optimum combination of both executiveand independent directors to maintain the independence of the Board and separate itsfunctions of governance and management.

The policy of the Company on director's appointment and remuneration includingcriteria for determining qualifications independence of director and other matters asrequired under Section 178(3) of the Companies Act 2013 is available on our website(www.trcfin.in). There has been no change in the policy since the last financial year. Weavow that the remuneration paid to the directors is as per the terms laid out in thenomination and remuneration policy of the Company.

• Policies

All our policies are available on our website (www.trcfin.in). The policies arereviewed periodically by the Board and updated based on need.

13.3 Committees of Board of Directors

• Audit Committee

The Audit Committee of Directors is constituted as per the provisions of Section 177 ofthe Companies Act 2013. The Composition of Audit Committee is as follows:

Name of Member DIN Category
1 Mr. Naresh Gandhi Chairman 08130774 Non - Executive Independent Director
2 Mr. K. Sanjay Prabhu 00023196 Non - Executive Non- Independent Director
3 Mrs. Uma Prasad Bontha 08406107 Non - Executive Independent Director

• Nomination and Remuneration Committee

The Nomination & Remuneration Committee of Directors is constituted in accordancewith the requirements of Section 178 of the Companies Act 2013. The Composition ofNomination and Remuneration Committee is as follows:

Name of Members DIN Category
1 Mr. Naresh Gandhi - Chairman 08130774 Non - Executive Independent Director
2 Mr. K Sanjay Prabhu 00023196 Non - Executive Non- Independent Director
3 Mrs. Uma Prasad Bontha 08406107 Non-Executive Independent Director

• Stakeholders Relationship Committee

Pursuant to Section 178 of the Companies Act 2013 the Board of Directors hasconstituted the Stakeholders Relationship Committee. The Composition of StakeholdersRelationship Committee is as follows:

Name of the Member DIN Category
1 Mr. Naresh Gandhi - Chairman 08130774 Non - Executive Independent Director
2 Mr. Sabarinath Gopalakrishnan 08479403 Whole-time Director

• Investment Committee

The Board of Directors has constituted the Investment Committee to co-ordinate andoversee the organizations investment portfolio as required under RBI's NBFC regulations.Composition of the same is as follows

Name of Director DIN Category
1. Mr. Sabarinath Gopalakrishnan 08479403 Whole-time Director
2. Mr. Naresh Gandhi 08130774 Non - Executive Independent
3. Mrs. Uma Prasad Bontha 08406107 Non - Executive Independent

14. CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE

Priti J Sheth of M/s Priti J. Sheth & Associates practicing Company Secretaries hasissued a certificate as required under the Listing Regulations confirming that none ofthe Directors on the Board of the Company has been debarred or disqualified from beingappointed or continuing as director of Companies by SEBI/ Ministry of Corporate Affairs orany such statutory authority. The certificate is enclosed as "Annexure A".

15. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act 2013 and the Companies (CorporateSocial Responsibility Policy) Rules 2014 in respect of Corporate Social Responsibilityare not applicable to the Company.

16. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower mechanism for directors and employees toreport concerns about unethical behavior. The said policy has been posted on the websiteof the Company-www.trcfn.in.

17. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators courts ortribunals impacting the functioning of the Company.

18. STATUTORY AUDITORS

M/s. NBS & Co. Chartered Accountants (ICAI Firm Registration No. 110100W) wereappointed as the Auditors of the Company by the shareholders of the Company at the 26thAnnual General Meeting of the Company held on September 30 2020 and shall hold office fora period of 5 years till 2024-25.

19. STATUTORY AUDITORS' REPORT

The Statements made by the Auditors in their report are self-explanatory and doesn'trequire any comments by the Board of Directors.

20. INTERNAL FINANCIAL CONTROL (IFC)

Your Company's internal control system (including Internal Financial Controls withreference to financial statements) ensures efficiency reliability and completeness ofaccounting records and timely preparations of reliable financial and managementinformation compliance with all applicable laws and regulations optimum utilization andthe protection of the Company's assets.

The Company has appointed M/s. VMRS & Co. Chartered Accountants as the InternalAuditors as mandated under Section 138 of the Companies Act 2013 for conducting theInternal Audit of the Company.

21. REPORTING OF FRAUDS

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of Act and Rules framed there under.

22. RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Policy which helps the Company inidentification of risk lays down procedure for risk assessment and procedure for riskmitigation.

23. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Since the Company is a registered entity under the Reserve Bank of India to conduct thebusiness of Non- Banking Financial Services pursuant to the section of 186 (11)(a) (b)of the Companies Act 2013 the company is exempted from complying with the provisions.

Further details of Investments made by the Company during the year under review form apart of the financial statements.

24. PARTICULARS OF TRANSACTION BETWEEN THE COMPANY AND THE NON-EXECUTIVE DIRECTORS

During the year under review the company has not entered into any transaction with itsNon-Executive Directors.

25. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

In order to prevent sexual harassment of women at workplace your Company has adopted aPolicy for prevention of Sexual Harassment of Women at Workplace. During the year underreview the Company has not received any complaints in this regard.

Further the provisions relating to constitution of Internal Complaints Committee underthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 are not applicable.

26. COMPLIANCE WITH THE ICSI SECRETARIAL STANDARDS

The relevant Secretarial Standards issued by the Institute of Company Secretaries ofIndia (ICSI) related to the Board Meetings and General Meetings have been complied with bythe Company.

27. DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act 2013 in relation to financialstatements for the year ended 31st March 2021 the Board of Directors statethat:

a. In the preparation of the Annual Accounts the applicable accounting standards hadbeen followed.

b. The Directors had selected such Accounting Policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit and loss of the Company for that period.

c. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

d. The Directors had prepared the Annual Accounts on a going concern basis.

e. The Directors had laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and were operating effectively.

f. The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

As required under Section 134(3)(a) of the Act the Annual Return for the financialyear 2020-21 is uploaded on the Company's website and can be accessed at http://www.trcfin.in.

28. SECRETARIAL AUDITORS

As required under Section 204 of the Companies Act 2013 and Rules made thereunder theBoard has appointed M/s. Priti J. Sheth & Associates Practicing Company Secretariesas Secretarial Auditor of the Company for the F Y 2020-21.

29. SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the financial year 2020-21 forms part of Annual Reportas "Annexure B" to the Boards Report.

30. DIRECTORS COMMENT ON QUALIFICATION OR OBSERVATION

The responses of your directors on the observations made by the Secretarial Auditor areas follows: -

Response to Point No.1 - There was a delay in the appointment of the Chief FinancialOfficer due to the COVID Pandemic in the previous year.

Response to Point No. 2 - The Company's endeavor is to comply with all the norms of theReserve Bank of India. The RBI had migrated to another XBRL Portal from the existingCOSMOS portal to a new Software due to which there was delay in filing the forms.

31. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

(A) CONSERVATION OF ENERGY

i. The Steps Taken or Impact on Conservation of Energy:

The Company takes necessary measure to conserve energy at its offices.

ii. The Steps Taken by The Company for Utilizing Alternates Source of Energy: NIL

iii. The Capital Investment on energy conservation equipment's: NIL

(B) TECHNOLOGY ABSORPTION

i. The efforts made towards technology absorption: NIL

ii. The benefits derived like product improvement cost reduction productdevelopment or import substitution: NIL

iii. In case of imported technology (imported during last three years reckoned frombeginning of financial year)

• Details of technology imported: Nil

• Year of Import: Nil

• Whether technology has been fully absorbed: Nil

• If not fully absorbed areas where absorption has not taken place and thereasons thereof: Nil

iv. The expenditure incurred on Research and Development: Nil

FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of foreign exchange earnings and outgo during the period under review is asunder:

Particulars As at March 31 2021 As at March 31 2020
Foreign Exchange earned Nil Nil
Foreign Exchange used Nil Nil

32. CEO / CFO CERTIFICATION

The company is exempted under Regulation 15(2) of the SEBI (Listing Obligations andDisclosures) Regulations 2015 from including CEO / CFO certificate as a part of AnnualReport.

33. RELATED PARTY TRANSACTIONS

There were no transactions falling under the purview of Section 188 of the CompaniesAct 2013 and the rules framed there under.

34. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulatedunder Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (the ‘Listing Regulations') is presented in aseparate section forming part of this Annual Report

35. RESERVE BANK OF INDIA REGULATIONS

The Reserve Bank of India has classified the Company as "Category ‘B'Non-Banking Finance Company". The Company continues to comply with all the applicableregulation prescribed by the Reserve Bank of India ("RBI") from time to time.

36. MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is not applicable to the Company.

37. PARTICULARS OF REMUNERATION TO DIRECTORS KEY MANAGERIAL PERSONS AND EMPLOYEES

The Company wishes to place on record their appreciation to the contribution made bythe employees to the operations of the company during the period.

During the year under review there were no employees who were in receipt of theremuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment andRemuneration) Rules 2014 and therefore no disclosures need to be made under the saidsection.

Further the details of the top 10 employees in terms of remuneration drawn pursuant torule 5(1) and 5(2) of Companies (Appointment and Remuneration) Rules 2014 shall beavailable at the registered office of the Company during the business hours and thedetails ratios of the remuneration of each Director to the median remuneration to theemployees of the Company for the financial year are enclosed as "Annexure C"to the Board's Report.

ACKNOWLEDGEMENT

Your Board wishes to place on record its sincere appreciation for the wholeheartedsupport received from members government authorities bankers consultants and all otherbusiness associates. We look forward to continued support of all these partners inprogress.

For and on behalf of the Board of Director
TRC FINANCIAL SERVICES LIMITED
-Sd- -Sd-
Sabarinath Gopalakrishnan Korodi Sanjay Prabhu
Whole Time Director Director
DIN: 08479403 DIN:00023196
Place: Bangalore
Date: 14th August 2021

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