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Finkurve Financial Services Ltd.

BSE: 508954 Sector: Financials
NSE: N.A. ISIN Code: INE734I01027
BSE 00:00 | 24 Jan 37.40 -4.60
(-10.95%)
OPEN

41.70

HIGH

41.70

LOW

36.65

NSE 05:30 | 01 Jan Finkurve Financial Services Ltd
OPEN 41.70
PREVIOUS CLOSE 42.00
VOLUME 4961
52-Week high 72.00
52-Week low 32.10
P/E 124.67
Mkt Cap.(Rs cr) 475
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 41.70
CLOSE 42.00
VOLUME 4961
52-Week high 72.00
52-Week low 32.10
P/E 124.67
Mkt Cap.(Rs cr) 475
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Finkurve Financial Services Ltd. (FINKURVEFIN) - Director Report

Company director report

To

The Members

Finkurve Financial Services Limited

Your directors take the pleasure in presenting their Report and AuditedConsolidated and Standalone Financial Statements of the Company along with Auditor'sReport thereon for the financial year ended 31st March 2021.

(As per IND-AS)

(Amount in Lakhs.)

Particulars Standalone Consolidated
2020-21 2019-20 2020-21 2019-20
Total Revenue 2045.48 1637.95 2862.60 2482.95
Less: Total Expenses 1437.37 1104.36 2221.54 1956.28
Add: Share of Profit/ (Loss) of Associates - - (9.10) 5.30
Profit/ (Loss) before taxation 608.11 533.58 631.96 531.97
Less: Tax Expense 157.34 130.63 178.41 125.30
Profit/ (Loss) After Tax 450.78 402.96 453.55 406.67
Other Comprehensive Income - - - -
Total comprehensive income for the year 450.78 402.95 453.55 406.67

1. BUSINESS OVERVIEW:

Your Company has been classified as a Loan Company in providing longterm and short term loans to other corporate/ firms. Your Company is also in the businessof providing educational Loans loan against gold jewellery and other forms of consumerloan and the Board is in constant search for new business avenues which can be taken withthe existing business.

2. BUSINESS PERFORMANCE:

During the year under review your Company earned a total revenue ofRs. 2045.48 lakhs as against Rs. 1637.95 lakhs in the previous year. The profit beforetax was Rs. 608.11 lakhs as against Rs. 533.58 lakhs in the previous year. The Net profitof Rs. 450.78 lakhs has been carried to the Balance Sheet. Your directors expect a betterperformance in the coming years

3. SHARE CAPITAL:

The authorized share capital is Rs. 130000000/- and paid-up sharecapital is Rs. 126858198/- of Rs. 1/- each. There has been no change in the authorizedand paid-up share capital of the Company during the year under review.

During the year under review the Company in its meeting of Board ofDirectors held on 26th February 2021 has granted 331800 (Three Lac ThirtyOne Thousand Eight Hundred Only) Employee Stock

Options to its eligible employees under the "Finkurve ESOP Plan2018"

4. DIVIDEND:

Your directors are not recommending any payment on account of dividend.

5. TRANSFER TO RESERVES:

The Board of Directors recommend to transfer 20% of profit to thereserve fund during the year under review as per Section 45IC of The RBI Act 1934.Further the balance amount of profit for the year under review has been carried forwardto the Statement of Profit and Loss.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34(2) of the SEBI (Listing Obligations andDisclosures Requirements) (LODR) Regulation 2015 with the stock exchanges the ManagementDiscussion & Analysis Report for the year under review is given under a separatesection.

7. PUBLIC DEPOSITS:

The Company has not accepted or renewed any amount falling within thepurview of provisions of Section 73 of the Companies Act 2013 ("the Act") readwith the Companies (Acceptance of Deposit) Rules 2014 during the year under review.Hence the requirement for furnishing details of deposits which are not in compliance withthe Chapter V of the Act is not applicable.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review Mr. Sachin Kothari (DIN: 03155884)resigned as the Whole-time Director of the Company with effect from 30thSeptember 2020. Further on the recommendation of the Nomination and RemunerationCommittee Mr. Narendra Jain (DIN: 08788557) was appointed as Additional Whole-TimeDirector with effect from 31st August 2020 and was appointed as the Whole-timeDirector of the Company in the Annual General Meeting held on 30th September2020 for a term of five years with effect from 31st August 2020.

In accordance with the provisions of the Companies Act 2013 and theArticles of Association of the Company Mr. Ketan Kothari (DIN: 00230725) Director of theCompany who retires by rotation and being eligible offer himself for re-appointment.

However there has been no change in the composition of the Board ofDirectors of the Company during the financial year under review.

Key Managerial Personnel:

During the year under review Mr. Narendra Jain (DIN: 08788557) wasappointed as Additional Whole-Time Director with effect from 31st August 2020and was appointed as the Whole-time Director of the Company in the Annual General Meetingheld on 30th September 2020 for a term of five years with effect from 31stAugust 2020.

Pursuant to the provisions of Section 203 of the Companies Act 2013the Key Managerial Personnel of the company are as follows:

Name Designation
1. Mr. Sunny Parekh Company Secretary & Compliance Officer
2. Mr. Aakash Jain Chief Financial Officer
3. Mr. Narendra Jain Wholetime Director

9. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Companies Act2013 with respect to Director's Responsibility Statement it is hereby confirmed that:

a) In preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;

b) The directors had 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 profit and loss of the Company for that period;

c) The directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; and

d) The directors had prepared the annual accounts for the financialyear on a "Going Concern" basis;

e) The directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively and

f) The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

10. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required pursuant to Section 197 read with Rule 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andCompanies (Particulars of Employees) Rules 1975 in respect of employees of the Companyand directors have been appended as "Annexure 1" to this report.

11. EXTRACT OF ANNUAL RETURN:

Pursuant to the Section 92(3) of the Companies Act 2013 extract of theAnnual Return is annexed to this report as "Annexure II".

12. AUDITORS:

A. STATUTORY AUDITORS AND AUDITOR'S REPORT:

Pursuant to the provisions of Section 139 of the Companies Act 2013and the Rules made there under and on account of completion of tenure of M/s Ladha Singhal& Associates Chartered Accountants (FRN: 120241W) as Statutory Auditors of theCompany the current Auditors of the Company P. D. Saraf & Co. Chartered Accountants(having FRN: 109241W) were appointed by the Members at the 36th Annual GeneralMeeting to hold office until the conclusion of the 41st Annual General Meetingto be held in the year 2025.

STATUTORY AUDITORS QUALIFICATION:

There is no qualification reservation or adverse remarks made in theStatutory Auditors Report.

B. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:

Pursuant to provisions of Section 204 of the Companies Act 2013 readwith Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 your Company engaged the services of Mr. Mayank Arora proprietor of M/s. MayankArora & Co. Company Secretaries Mumbai (Membership. No. A33328 and COP No.: 13609)to conduct the Secretarial Audit of the Company for theF10378 Financial year ended 31stMarch 2020.

The report of the Secretarial Auditor is appended as "AnnexureIV".

SECRETARIAL AUDITORS QUALIFICATION:

There is no qualification reservation or adverse remarks made in theSecretarial Auditors Report.

13. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO:

The Company being engaged in the financial services does not have anyenergy utilization or technology absorption. The Company during the year underconsideration has not earned or spent any foreign exchange.

14. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions done by the Company during the financialyear were at Arm's Length and in ordinary course of business. All related partytransactions were placed in the meetings of the Audit Committee and the Board of Directorsfor their necessary review and approval. During the financial year your Company has notentered into any material transaction (as per Regulation 23 of SEBI LODR 2015) with anyof its related parties which may have potential conflict with the interest of the Companyat large. The disclosures pursuant to Accounting Standards on related party transactionshave been made in the notes to the Financial Statements. To identify and monitorsignificant related party transactions the Company has also framed a policy on therelated party transactions and the same is available on the Company's website i.e.www.arvog.com.

15. LOANS GUARANTEES AND INVESTMENTS:

Pursuant to Section 186 of Companies Act 2013 and Schedule V of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 ("Listing Regulations") disclosure on particulars relating toloans advances guarantees and investments are provided as part of the financialstatements.

16. MATERIAL CHANGES AND COMMITEMENT IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY:

No material changes and commitments affecting the financial position ofthe Company occurred from the end of the previous financial year till the date of thisreport.

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by theRegulators/Courts/Tribunals which would impact the going concern status of the Company andits future operations.

18. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standard AS-21 AS-23 and AS-27 ofthe Companies (Accounting Standards) Rules 2006 and pursuant to Regulation 33 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the AuditedConsolidated Financial Statements forms part of this Annual Report.

19. SUBSIDIARIES ASSOCIATES & JOINT VENTURES:

The Company has one Material Subsidiary i.e. Arvog Forex PrivateLimited (formerly known as Supama Forex Private Limited) and there are no associate orjoint ventures companies within meaning of Section 2(6) of the act.

Brief Details and Highlights of Performance of the Subsidiary:

Arvog Forex Private Limited (Formerly known as Supama Forex PrivateLimited)

Particulars 2020-21 2019-20
Gross Income 838.85 863.66
Total Expenses 815.01 892.30
Profit Before Tax 23.84 (28.63)
Less: Tax Expenses (21.07) (5.33)
Net Profit after Tax 2.77 23.30

Pursuant to provisions of Section 129(3) of the Act a statementcontaining salient features of the financial statements of the Company's subsidiaryin Form AOC-1 is attached to the financial statements of the Company as "AnnexureV". The statement also provides the details of performance and financial position ofthe Subsidiary Company.

20. AUDIT COMMITTEE

The details pertaining to the composition of the Audit Committee areincluded in the Corporate Governance Report which is a part of this report.

21. RISK MANAGEMENT:

Pursuant to Section 134(3)(n) of the Companies Act 2013 and theListing Regulations the Company has constituted a Risk Management Committee and it hasframed and adopted a policy on Risk Management of the Company to identify the elements ofrisk which may threaten the existence of the Company and possible solutions to mitigatethe risk involved.

At present the Company has not identified any element of risk which maythreaten the existence of the Company.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to the applicability of the Companies (Corporate SocialResponsibility) Rules 2014 the Board at its meeting held on 15th September2020 constituted the Corporate Social Responsibility Committee of the Company. In terms ofthe provisions of the Companies Act 2013 read with the CSR Rules the Annual Report onCSR activities under the format prescribed in Annexure VI of the CSR Rules is annexed tothis Report.

23. NOMINATION AND REMUNERATION POLICY:

Pursuant to Section 178 of the Companies Act 2013 the Board ofDirectors of your Company has on recommendation of the Nomination & RemunerationCommittee framed and adopted a policy for selection and appointment of directors seniormanagement and their remuneration.

24. CORPORATE GOVERNANCE:

The Company is adhering to good corporate governance practices in everysphere of its operations. The Company has taken adequate steps to comply with theapplicable provisions of Corporate Governance as stipulated in SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. A report on Corporate Governance isannexed to this report as "Annexure III".

25. LISTING OF SHARES:

The Equity Shares of the Company are listed on BSE Limited. Furtherthe Company has paid necessary listing fees to BSE as per the Listing Agreement.

26. ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Whistle Blower Policy is formulated to encourage all employees anddirectors of the Company to report any unethical behaviour actual or suspected fraud orviolation of the Code of the Company and to provide a secure environment to such employeesacting in good faith and safeguarding them from any adverse action by the management. Thispolicy is in line with the requirements of the Listing Regulations of the Stock Exchangeand the provisions of Sub Section 9 of Section 177 of the Companies Act 2013 read withRule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 which stipulatedthat every listed Company shall establish a "Vigil Mechanism".

27. CODE OF CONDUCT:

The Code of Conduct for the directors and Senior Management Personnelof the Company have been laid by the Board and necessary declaration has been obtainedfrom them. The Company has adopted amended ‘Code of Conduct' (including code ofconduct of Independent Directors) and the terms & conditions for appointment ofIndependent Directors of the Company in the meeting of Board of Directors held on 12thNovember 2014.

A declaration signed by the Executive Director of the Company to thiseffect is contained at the end of this report. The said Code is posted on the website ofthe Company i.e. www.arvog.com.

28. OTHER DISCLOSURES:

(i) Disclosure of Accounting treatment:

The Company has followed the treatment laid down under the IndianAccounting Standards (IND AS) in the preparation of financial statements. There are noaudit qualifications in the Company's financial statements for the year under review.

(ii) Compliance:

The Company has complied with the requisite regulations relating tocapital markets. No Penalties/restrictions have been imposed on the Company by the StockExchange or SEBI or any other statutory authority on any matter related to capital marketduring the last three years.

(iii) Whistle Blower Policy:

In line with the best Corporate Governance practices the Company hasin place a system through which the directors and employees may report concerns aboutunethical behaviour actual or suspected fraud or violation of the Company's Code ofConduct & Ethics without fear of reprisal. The employees and directors may report tothe Compliance Officer and have direct access to the Chairman of the Audit Committee. TheWhistle-Blower Policy is placed on the website of the Company.

(iv) Disclosure on Sexual Harassment of the Women at Workplace:

The Company has no tolerance for sexual harassment at workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the rules framed there under. TheCompany has also constituted an Internal Complaints Committee to consider and to redresscomplaints of sexual harassment.

(v) Prevention of Insider Trading Code:

As per SEBI (Prevention of Insider Trading) Regulation 1992 asamended the Company has adopted a Code of Conduct for Prevention of Insider Trading. Allthe directors employees at senior management and other employees who could have access tothe unpublished price sensitive information of the Company are governed by this code. Thetrading window is closed during the time of declaration of results and occurrence of anymaterial events as per the Code. The Compliance Officer is responsible for setting forthprocedures and implementation of the code for trading in Company securities. During theyear under review there has been due compliance with the said code.

(vi) Material Subsidiary Policy:

The Company has framed policy for determining "materialsubsidiaries" to ensure that Board of Directors has overall supervision offunctioning of subsidiaries of the Company and to provide the governance framework forsuch subsidiaries. The policy has been uploaded on the website of the Company i.e.www.arvog.com/reports-policies/.

(vii) CEO/ CFO Certification:

The certificate certifying that the financial statements do not containany materially untrue statement and these statements represent a true and fair view of theCompany's affairs is annexed and forms part of the Annual Report.

(viii) Risk Management:

The Company has laid down the procedures to inform the members of theBoard about the risk assessment and minimization procedures and the Board has alsoformulated Risk Management Policy to ensure that the critical risks are controlled by theexecutive management.

The Management Discussion & Analysis Report forms part of theAnnual Report.

29. ACKNOWLEDGEMENT:

Your Company and its Directors wish to extend their sincerest thanksfor the co-operation received from shareholders bankers and other business constituentduring the year under review. Your Directors also wish to place on record their deep senseof appreciation for the commitment displayed by all employees of the Company.

For and on behalf of the Board of Directors
Sd/-
Ketan Kothari
Place: Mumbai Chairman
Date: 24th August 2021 DIN: 00230725

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