To the Members
Your Directors are pleased to present the 23rd Annual Report along withAudited Financial Statements of the Company for the financial year ended 31stMarch 2021.
The highlights of the financial results are as under:
| || ||(Rs. in Lakhs) |
| ||Year ended 31.03.2021 ||Year ended 31.03.2020 |
|Total Income ||174.61 ||254.23 |
|Profit before Tax ||114.92 ||200.19 |
|Less: Provision for Tax ||31.00 ||6.60 |
|Profit after Tax ||83.92 ||193.59 |
|Balance brought forward from previous year ||1568.28 ||1423.40 |
|Profit available for appropriation ||1652.20 ||1616.99 |
|Appropriations || || |
|- Statutory Reserves ||16.79 ||38.72 |
|- Transfer to General Reserve ||10.00 ||10.00 |
|- Surplus carried to Balance sheet ||1625.41 ||1568.27 |
| ||1652.20 ||1616.99 |
With a view to conserve resources for future business operations of the Company yourDirectors do not recommend any dividend for the year under review.
CHANGE IN NATURE OF BUSINESS
There is no change in nature of business of the company.
TRANSFER TO RESERVES
The Company proposes to transfer Rs. 10.00 lakhs to the General Reserve out of theamount available for appropriations.
RESULTS OF OPERATIONS
Total income of the Company during the year was Rs. 174.61 lakhs as against Rs. 254.23lakhs in the previous year. The profit before tax during the year was Rs. 114.92 lakhs asagainst Rs. 200.19 lakhs in the previous year. The Profit after tax was Rs. 83.92 lakhs asagainst Rs. 193.59 lakhs in the previous year.
The Company has no subsidiary as on 31st March 2021.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Smt. Shruti Raghav Jindal Whole Time Director of the Company retires by rotation atthe ensuing Annual General Meeting and being eligible offers herself for reappointment.Brief profile of Smt. Shruti Raghav Jindal is attached to the notice of the Annual GeneralMeeting.
All Independent Directors of the Company have given declaration that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
Smt. Sandhya Tiwari resigned as Company Secretary of the Company on 10th May 2021.
Pursuant to the provisions of Section 203 of the Companies Act 2013 the KeyManagerial Personnel of the Company are Smt. Shruti Raghav Jindal Whole-Time Director andShri Rajender Singh CFO.
During the year 6 (Six) Board meetings were held. The details whereof are given in theCorporate Governance Report which forms part of this report.
The Board of Directors has carried out the Annual performance evaluation of its ownBoard Committees and individual Directors pursuant to the provisions of the Companies Act2013 and the Corporate Governance requirements as prescribed under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
The performance of the Board was evaluated by the Board after seeking inputs from allDirectors on the basis of the criteria such as Board composition and structureseffectiveness of Board processes information and functioning etc.
The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee members on the basis of the criteria such as composition of Committeeseffectiveness of Committee meetings etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of theIndividual Directors on the basis of criteria such as contribution of the IndividualDirector to the Board and Committee meetings.
Also in a separate meeting of Independent Directors performance of non-independentDirectors performance of the Board as a whole was evaluated and the chairman wasevaluated taking into account the views of Executive and Non-Executive Directors.Performance evaluation of Independent Directors was done by the entire Board excludingthe Independent Director being evaluated.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company's policy on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of Directors and othermatters provided in Section 178(3) of the Companies Act 2013 has been disclosed in theCorporate Governance Report which forms part of the Directors' Report.
Adequate measures have been adopted by the Company to anticipate plan and mitigate thespectrum of risks it faces. The Company's business operations are exposed to financialrisks including Liquidity risk etc.
The Board of the Company has approved the Risk management Policy of the Company andauthorized the Audit Committee to implement and monitor the risk management plan for theCompany and also identify and mitigate the various element of risks if any which in theopinion of the Board may threaten the existence of the Company.
INTERNAL FINANCIAL CONTROLS
As per the provisions of Section 134(5)(e) of the Companies Act 2013 the Company hasin place adequate Internal Financial Controls with reference to Financial Statements.Audit Committee periodically reviews the adequacy of Internal Financial Controls.
During the year such controls were tested and no reportable material weakness wasobserved.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134(5) of the Companies Act 2013 your Directors state:
(i) that in the preparation of the Annual Accounts for the year ended 31stMarch 2021 the applicable accounting standards had been followed and there are nomaterial departures;
(ii) that the accounting policies selected and applied are consistent and the judgmentsand estimates made are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of financial year and of the profit of theCompany for that period;
(iii) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(iv) that the Annual Accounts for the year ended 31st March 2021 have beenprepared on a going concern basis;
(v) that the internal financial controls laid down by the Board and being followed bythe Company are adequate and were operating effectively; and
(vi) that the proper systems devised by Directors to ensure compliance with theprovisions of all applicable laws were adequate and operating effectively.
Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read withRule 12 of the Companies (Management and Administration) Rules 2014 the Annual Return(Form MGT-7) for the financial year ended March 31 2021 is available on the Company'swebsite http://www.haryanacapfin.com.
The Audit Committee of the Company consists of Shri K. K. Bhartia Chairman Smt.Shruti Raghav Jindal and Shri Krishna Kumar Khandelwal as its other members. The terms ofreference are in conformity with the requirements of Section 177 of the Companies Act2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 including Part C of Schedule II of SEBI (LODR) regulations 2015.
The Company has adopted a Whistle blower policy and has established the necessary VigilMechanism for Directors and employees to report concerns about unethical behavior actualor suspected fraud or violation of the Company's Code of conduct. The said policy has beendisclosed on the Company's website under the web linkhttp://www.haryanacapfin.com/VIGILMECHANISM.pdf
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Pursuant to Section 186(11) (b) of the Companies Act 2013 provisions of Section 186are not applicable to any acquisition made by a non-banking financial company registeredunder Chapter IIIB of the Reserve Bank of India Act 1934 and whose principal business isacquisition of securities (i.e. investment and lending activities).The Company has notgiven any guarantee or provided any security.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts/ arrangements/transactions entered into by the Company with the relatedparties during the year were in the ordinary course of business and on an arm's lengthbasis. No disclosure is required to be made in Form AOC-2.
CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Corporate Governance Report along with Certificate regarding complianceof conditions of Corporate Governance has been annexed as part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34(2)(e) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. A detailed analysis of your Company's performance isdiscussed in the Management Discussion and Analysis Report which forms part of this AnnualReport.
INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has constituted an Internal Complaints Committee under Section 4 of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.During the year no complaint was filed before the said Committee.
Pursuant to the provisions of Section 139 of the Companies Act 2013 and Rules framedthereunder M/s A.M.A.A & Associates Chartered Accountants were re-appointed asStatutory Auditors of the Company for the second term of five consecutive years at the 22ndAnnual General Meeting held on 26th September 2020.
The observations of the Auditors are explained wherever necessary in the appropriateNotes on Accounts. The Auditors' Report does not contain any qualification reservation oradverse remark.
The Company is not required to maintain cost records as specified by the CentralGovernment under Section 148(1) of the Companies Act 2013.
The Directors state that applicable Secretarial Standard i.e SS-1 and SS-2 relating toMeetings of the Board of Directors' and General Meetings' respectively havebeen duly followed by the Company.
The Board has appointed M/s Hemant Singh & Associates Company Secretaries toconduct Secretarial Audit for the financial year ended 31st March 2021. TheSecretarial Audit Report for the year ended 31st March 2021 is annexedherewith as an annexure to this Report. There has been no qualification reservationadverse remark or disclaimer given by the Secretarial Auditors in their Report.
ANNUAL SECRETARIAL COMPLIANCE REPORT
The Company has undertaken an audit for the financial year 2020-21 for all applicablecompliances as per Securities and Exchange Board of India Regulations andCirculars/Guidelines issued thereunder.
The Annual Secretarial Compliance Report has been submitted to the stock exchangewithin prescribed time from the end of the financial year.
The Company is an NBFC - ND and not accepted any deposits during the year.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
In view of the business activities of the Company the information relating toconservation of energy technology absorption foreign exchange earnings and outgo asrequired under Section 134(3) (m) of the Companies Act 2013 read with Rule 8(3) of theCompanies (Accounts) Rules 2014 are not applicable to the Company.
PARTICULARS OF EMPLOYEES
Particulars of employees as required under Section 197 of the Companies Act 2013 readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of employees of the Company is attached as a part of this Annual report.
All Non-Executive Directors are paid by way of sitting fees for each meeting of theBoard of Directors and Audit Committee attended by them.
The particulars of the employees who are covered by the provisions contained in Rule5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are:
|a) ||Employed throughout the year ||Nil |
|b) ||Employed for part of the year ||Nil |
MATERIAL CHANGES & COMMITMENTS
No material changes and commitments affecting the financial position of the Companyhave occurred after the end of the financial year ended 31st March 2021 andtill the date of this report.
CORPORATE SOCIAL RESPONSIBILITY
The Company is not falling in the purview of criteria specified in Section 135(1) ofthe Companies Act 2013 and hence the requirements pertaining to Section 135 of theCompanies Act 2013 is not applicable to the company.
The Board expresses its grateful appreciation of the assistance and co-operationreceived from Central and State Governments Banks & Financial Institutions andShareholders.
Your Directors wish to place on record their deep sense of appreciation for the devotedcontribution made by the employees & associates at all levels.
| || ||For and on behalf of the Board |
|Place : Gurugram ||Shruti Raghav Jindal ||Kamal Kishore Bhartia |
|Dated : 12th August 2021 ||Whole Time Director ||Director |