Decillion Finance Limited
Your directors have pleasure in presenting their 27th AnnualReport on the business and operations of Decillion Finance Limited (the"Company") together with the audited statement of accounts for the year ended 31stMarch 2021.
During the year under review performance of your company as under:
(in Rs. 000)
|Particulars ||Year Ended 31.03.2021 ||Year Ended 31.03.2020 |
|Revenue from Operations ||6260.70 ||6597.05 |
|Other Income ||239.87 ||860.26 |
|Total Income ||6500.57 ||7457.32 |
|Total Expenses ||3379.54 ||6955.79 |
|Profit before Exceptional items and tax ||3121.03 ||501.53 |
|Exceptional items ||3121.03 ||501.53 |
|Profit Before Tax ||3121.03 ||(580.04) |
|Tax Expense ||117.49 ||(4.77) |
|Profit for the Year ||3003.54 ||(575.27) |
REVIEW O F O PERATIONS:
During the year under review your company recorded a total income ofRs. 6 260.70 thousand as compared to Rs. 6597.05 thousand in the previous financialYear marking a decrease of 5 .37%. The profit for the same period stood at Rs. 3 003.54thousand as compared to loss of Rs. 5 75.27 thousand in the previous financial year.
Material changes and commitments affecting financial position betweenthe end of the financial year and date of the report
There have been no material changes and commitments which affect thefinancial position of the Company that have occurred between the end of the financialyear to which the financial statements relate and the date of this report.
The Board of Directors of the Company does not propose to declare anydividend for the year 31st March 2021.
Transfer to Reserves
Pursuant to Section 45-IC of The RBI Act 1934 every Non-BankingFinance Company is required to create a reserve fund and transfer therein a sum not lessthan twenty percent of its net profit every year. Accordingly for the F.Y 2020-21 theCompany has transfered a sum of twenty percent as required by Section 45-IC of the RBIAct 1934 to such reserve fund.
Changes jn Share Capital
During the Financial Year 2020-21 there has been no change in theshare capital of the Company. The Share Capital of the company is 3 50 00000 dividedinto 3500000 equity shares of Rs. 10 each.
Cash and cash equivalent as on March 31 2021 was Rs. 194038/-(previous year Rs. 134044/-). The Company's working capital management is based on awell-organized process of continuous monitoring and controls.
As on 31st March 2021 the Company doesn't have anysubsidiary/ Joint Venture/ Associate as it has disposed its investments made in itsSubsidiary Companies i.e. Littlestar Tracom LLP and Maruti Tie-up LLP. w.e.f. 31st March2020.
Significant and material orders
There has been no significant and/ or material order(s) passed by anyRegulators/ Courts/Tribunals affecfing the status. However the forensic audit is sfillunder process in regard of notice received from the BSE relating to suspected shellcompany.
The Company being a non-Deposit accepting NBFC has not accepted anypublic deposits within the meaning of Section 73 of the Companies Act 2013 and theCompanies (Acceptance of Deposits) Rules 2014 and shall not accepted any deposit withoutthe prior approval of the Reserve Bank of India (RBI).
The shares of the Company are listed on the BSE Limited and theCalcutta Stock Exchange Limited. The Company's shares are compulsorily traded in thedematerialized form. The ISIN allotted is INE848N01017.
Loans Guarantees and Investments
The provisions of section 186 of the Companies Act 2013 read with Rule11 of the Companies (Meeting of Board and its Powers) Amendment Rules 2015 is exempted onyour company as your Company is NBFC registered with RBI whose principal business interalia includes financing of companies.
Internal Financial controls
The Company has documented its internal financial controls consideringthe essential components of various critical processes physical and operational whichinclude its design implementation and maintenance along with periodical internal reviewof operational effectiveness and sustenance.
This ensures orderly and efficient conduct of its business includingadherence to Company's policies safeguarding of its assets prevention of errorsaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial information.
The internal financial controls with reference to the financialstatements were adequate and operating effectively.
Vigil Mechanism / Whistle Blower Policy
In pursuance to the provisions of section 177(9) & (10) of theCompanies Act 2013 The Company as part of the 'vigil mechanism' has in place a 'WhistleBlower Policy' to deal with unethical behavior mismanagement instances of actualoRsuspected fraud if any and provides safeguards against victimization of employees whoavail the mechanism. The Whistle Blower Policy has been placed on the website of theCompany at www.decillion.co.in.
Extract of Annual Return
In accordance with the Companies Act 2013 an extract of Annual Returnfor the financial year 2020-21 in Form No. MGT-9 is appended as Annexure- I to the Board'sReport and will be uploaded on the website of the Company at www.decillion.co.in.
Directors and Key Managerial Personnel
Changes during the year
Pursuant to the provisions of Section 149 of the Companies Act 2013read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014Ms. Pooja Kalanouria (DIN: 09056683) was appointed as an additional Independent Directorof the Company on 12/02/2021.
Retirement by rotation
The Company had altered its article no. 163A of Articles of Associationby passing a special resolution in the Extra-Ordinary General Meeting held on 16thJuly 2019 pursuant to which the Managing/Whole- time Directors are now liable to retireby rotation. Therefore in terms of Section 152 of the Companies Act 2013 Mr. JitendraKumar Goyal retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment.
Ms. Veedhi Raja (DIN: 08142844) appointed as Non- Executive IndependentWoman Director in the Board Meeting held on 30th May 2018 has Stepped downfrom her position with effect from close of business hours of 12th February2021 due to personal reason and other prior commitments. The Board of Directors of theCompany appreciates her valuable contribution and support during her tenure as theDirector of the Company.
Further Mr. Mahesh Kumar Kerjriwal (DIN: 07382906) appointed as Non-Executive Independent Director in the Board Meeting held on 30th April 2016has completed his tenure of 5 years and consequently ceased to be Director of the Companyw.e.f. close of business hours on 30th April 2021.
Declaration by Independent Director(s)
The Company has received declaration from all the Independent Directorsof the Company confirming that they meet with the criteria of independence as prescribedundeRsub-section (6) of Section 149 of the Act and as peRsEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
Meetings of Independent Directors
A separate meeting of the Independent Directors was held on 12thFebruary 2021. Mr. Mahesh Kumar Kejriwal was elected as the Lead Independent Director ofthe Company. Details of the separate meeting of the Independent Directors held andattendance of Independent Directors are provided in the Report on Corporate Governanceforming part of this report.
Board Induction. Training and Familiarization Programme for IndependentDirectors
To familiarize the Independent Directors with the strategy operationsand functions of our company the executive directors/ senior managerial employees makepresentation to the Independent Directors about the company's strategy operations andservice offerings markets finance quality etc. The Director is also explained in detailthe various compliances required from him as a director under the various provisions ofthe Companies Act 2013 SEBI (Listing Obligation and Disclosure Requirement) Regulations2015 SEBI (Prohibition of Insider Trading) Regulations 2011 the Code of Conduct of theCompany and other relevant regulations. The Director upon appointment is formallyInducted to the Board. In order to familiarize the Independent Directors about thebusiness drivers they are updated through presentations at Board Meetings about theFinancials of the Company. The Directors are also updated on the changes in relevantcorporate laws relating to their roles and responsibilities as Directors.
Remuneration Policy of Director
The Board has on the Recommendation of the Nomination and Remunerationcommittee framed a policy foRselection and appointment of Directors Senior Management andtheir remuneration. The Company's Remuneration Policy is available on the Company'swebsite at www.decillion.co.in.
Annual Evaluation of Board's Performance
The Nomination and Remuneration Committee (NRC) of your Company hasformulated and laid down criteria for performance Evaluation of the Board (includingCommittees) and every director (including Independent Directors & Managing Director)pursuant to provision of Section 134 Section 149 read with Code of Independent Directors(Schedule IV) and section 178 of the Companies Act 2013 and Regulation 19(4) read withPart D of Schedule II of SEBI Listing Regulations 2015 covering inter-alia the followingparameters namely:
1. Board Evaluation- degree of fulfilment of key responsibilities;Board culture and dynamics.
2. Board Committee Evaluation-effectiveness of meetings; committeedynamics.
3. Individual Director Evaluation (including IDs)-contributi'on atBoard Meetings.
Further the Executive Director is evaluated on key aspects of the rolewhich includes inter-alia effective leadership to the Board and adequate guidance to theManagement.
During the Financial Year 2020-21 Six (06) meetings of the Board ofDirectors of the Company were held. The details of which are given in the CorporateGovernance Report in Annexure-II. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.
As on March 31 2021 the Board had three committees: the auditcommittee the nomination and remuneration committee and the stakeholders' relationshipcommittee. During the year all recommendations made by the committees were approved bythe Board. A detailed note on the composition of the Board and its committees is providedin the Corporate Governance report.
The information required pursuant to Section 197(12) read with Rule5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014in respect of employees of the Company is attached here as Annexure - III and forms a partof the Board's Report.
Contracts and Arrangements with Related Party
The details of t he related party transactions as per requirement ofAccounting Standards -18 are disclosed in notes to t he financial statements of t heCompany for t he Financial Year 2020-21. All the directors have disclosed their interestin Form M BP-1 pursuant to Section 184 of t he Companies Act 2013 and as and when anychanges in their interest take place such changes are placed before the Board at i tsmeetings. None of t he transactions with any of t he related parties was in conflict withthe interest of t he Company.
Given all the Related Party Transactions during the year under reviewwere at arm's length and in the ordinary course of business and the Company did not enterinto any material transaction with any related party and hence Form AOC-2 does not formpart of this report. The details of the transactions with Related Parties are provided inthe accompanying Financial Statements.
At the 24th Annual General Meeting of the Company held inthe year 2018 M/s C. K. Chandak & Co Chartered Accountants was appointed asstatutory auditors of the Company for a period of five years till the conclusion of 29thAGM of the Company. With the amendment of Section 139 of the Companies Act 2013 and Rule3(7) of The Companies (Audit and Auditors) Rules 2014 as amended by the Companies(Amendment) Act 2017 effective from 7th May 2018 the ratification of the Auditors ineach of the Annual General Meeting has been done away with and they would not be subjectto ratification during continuation of in the office of the Auditors of the Company. TheStatutory Auditors' Report of M/s C. K. Chandak & Co Chartered Accountants does notcontain any qualifications reservations or adverse remarks. The Auditor's Report isenclosed with the Financial Statements in this Annual Report.
Mr. Prati'k Agarwal Chartered Accountant was appointed as theInternal Auditor of the Company for the Financial Year 2020-21
Further M/s. Srimal Jain & Co. Chartered Accountants has beenappointed as an Internal Auditor of the Company for the financial year 2021-22 by theBoard of Directors in their meeting held on 30th June 2021
The Board had appointed Mr. Rajesh Ghorawat Practicing CompanySecretary as the Secretarial Auditor of the Company to carry out the Secretarial Auditfor the financial year 2020-21 under the provisions of Section 204 of the Companies Act2013. The Secretarial Audit Report certified by ouRsecretarial Auditors in the specifiedform MR - 3 is annexed and forms part of this report as Annexure-IV. The Report confirmsthat the Company had complied with the statutory provisions listed under Form MR-3 and theCompany has proper board processes and compliance mechanism. The Secretarial Audit Reportdoes not contain any qualification reservation or adverse remark.
The Company is not required to maintain cost records as specified bythe Central Government undeRsection 148 of the Companies Act 2013.
Circulation of Annual Reports in electronic form
In view of the prevailing COVID-19 situation and consequent lockdownacross the country the Ministry of Corporate Affairs (MCA) has exempted companies fromcirculation of physical copies of Annual Report for FY 2021. Accordingly the AnnualReport of the Company for FY2021 is being sent only by email to the members and all otherpersons/enti'ti'es entitled to receive the same. This Annual Report along with otherdocuments is also available on the Company's website at www.decillion.co.in.
Auditor's Certificate on Corporate Governance
As required by SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 the auditor's certificate on corporate governance is enclosed to theBoard's report. The auditor's certificate for year 202021 does not contain anyqualification reservation or adverse remark.
Corporate Social Responsibility
The provisions of Section 135 of the Companies Act 2013 are notapplicable to the Company.
Conservation of Energy & Technology Absorption
Being an investment company and not involved in any industrial ormanufacturing activities the Company's activities involve very low energy consumption andhas no particulars to report regarding conservation of energy and technology absorption.However efforts are made to further reduce energy conservation.
Foreign Exchange Earnings & Outgo
There is no foreign exchange earnings and outgo during the year underreview.
Management's Discussion and Analysis Report
The Management's Discussion and Analysis Report for the year underreview as stipulated under Regulation 34 of SEBI (Listing Obligations and DisclosureRequirement) Regulations 2015 is annexed to this report.
Code of Conduct
The Board of Directors has approved a Code of Conduct which isapplicable to the members of the Board and all employees in the course of day-to-daybusiness operations of the company. The code laid down by the Board is known as "Codeof Conduct" which forms an Appendix to the Code. The Code has been posted on theCompany's website www.decillion.co.in.
All the Board Members the Senior Management personnel and personnelone level below the Board have confirmed compliance with the Code. All Management Staffwere given appropriate training in this regard.
Directors' Responsibility Statement
Pursuant to the provisions of Section 134(3) (c) & Section 134(5)of the Act the Board of Directors confirm that to the best of its knowledge and belief:
(i) In the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any;
(ii) The directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;
(iii) The directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of CompaniesAct 2013 foRsafeguarding the assets of the Company and for preventing and detecting fraudand other irregularities;
(iv) The directors have prepared the annual accounts on a going concernbasis;
(v) The directors have laid down internal financial controls to befollowed by the Company and that such internal Financial controls are adequate and areoperating effectively; and
(vi) The directors have devised propeRsystem to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.
RBI Guidelines for Non-Banking Financial Companies
The Company has observed all the prudential norms prescribed by theReserve Bank of India. The Schedule as required in terms of Paragraph 13 of Non-BankingFinancial Companies Prudential Norms (Reserve Bank) Directions 2015 is annexed herewith.
INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION A ND REDRESSAL) ACT 2013
The Company has constituted an Internal Complaint CommitteeundeRsection 4 of t he Sexual Harassment of W omen at Workplace (Prevention Prohibitionand Redressal) Act 2 013. During the year no complaint was filed before the s aidCommittee.
Prevention of Insider Trading
Your Company has adopted a Code of Conduct for prevention of InsiderTrading in compliance with the SEBI (Prohibition of Insider Trading) Regulations 2015.All Directors employees and other designated persons who could have access tounpublished price sensitive information of the Company are governed by this Code.
The trading window for dealing with equity shares of the Company isduly closed during declaration of financial results and occurrence of any other materialevents as per the code. During the year under review there has been due compliance withthe code.
Certification by Managing Director and CFO
A certification by Mr. Jitendra Kumar Goyal Managing Director of theCompany and Mr. Rajesh Kumar Yadav Chief Financial officer (CFO) of the Company asrequired under Regulation 17(8) read with Part B of Schedule II and Declaration as perPart D of Schedule V is annexed to this report.
Risk Management Policy
Risk Management Programme involves risk identification assessment andrisk mitigation planning foRstrategic operational financial and compliance related risksacross various levels of the organization. The Board of Directors and senior managementteam recurrently assess the operations and operating environment to identify potentialrisks and take necessary mitigation actions.
- The disclosures and reporting with respect to issue of equity shareswith differential rights as to dividend voting or otherwise is not applicable as theCompany has not issued any such shares during the reporting period.
- The disclosures and reporting on issue of shares (including sweatequity shares and Issue of Shares under Employees Stock Option Scheme) to employees of theCompany under any scheme are not applicable as the Company has not issued any such sharesduring the reporting period.
- The company has complied with the applicable provisions ofSecretarial Standards with respect to convening of Board Meetings General Meetings anddrafting of Directors' Report during the period under review.
- There is no change in the nature of the business of the Company.
- There was no revision in the Financial Statements.
Your directors take this opportunity to express their thanks to variousdepartments of the Central and State Government Bankers Customers and Shareholders fortheir continued support.
The Directors wish to place on record their appreciation for thededicated efforts put in by the Employees of the Company at all levels.
| ||For and on behalf of the Board of Directors || |
| ||Jitendra Kumar Goyal ||Vidhu Bhushan Verma |
|Date: 14/08/2021 ||Managing Director ||Director |
|Place: Kolkata ||DIN:00468744 ||DIN:00555238 |