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Qgo Finance Ltd.

BSE: 538646 Sector: Financials
NSE: N.A. ISIN Code: INE837C01013
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NSE 05:30 | 01 Jan Qgo Finance Ltd
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VOLUME 2434
52-Week high 33.50
52-Week low 19.65
P/E 15.13
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 25.00
CLOSE 23.00
VOLUME 2434
52-Week high 33.50
52-Week low 19.65
P/E 15.13
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Qgo Finance Ltd. (QGOFINANCE) - Director Report

Company director report

Your Directors are pleased to present the 29th Annual Reportof your Company together with the Audited Financial Statements prepared in compliancewith Ind AS Accounting Standards for the year ended 31st March 2022.

1. Financial Summary and Performance Highlights

The Company?s Financial Performance during the year ended 31stMarch 2022 as compared to the previous year is summarized as below:

Particulars For the financial year ended 31st March 2022 For the financial year ended 31st March 2021
Revenue from Operation 81789102 52020984
Other Income 2897374 105255
Total Revenue 84686476 52126239
Less: Expenses 66661684 40449583
Less: Amount transferred 3706919 2396792
to NBFC Reserve Fund
Profit/ (Loss) before tax 14317873 9279864
Less: Current Tax 4844256 2795258
Deferred Tax 81007 64970
Prior years? Tax / Interest 66470 -
Profit after Tax 9326140 6419637

2. Review of Operations

During the year under review the Company has reported a Turnover ofRs. 81789102/- against the previous year?s Turnover of Rs. 52020984/- whichconstitutes a growth of 57% in turnover whereas the Profit before Tax stood at Rs. 14317873/-for the year under review as compared to a profit of Rs. 9279864/- for theprevious year.

More details on the financial statements of the Company along withvarious financial ratios are available in the Management Discussion & Analysis Reportforming part of this report.

3. State of Company?s Affair and Business Overview

The Company is classified as Category ‘B? Non-BankingFinancial Institution by the Reserve of India wherein it is permitted to carry on thebusiness of a Non-Banking Financial Company without accepting deposits from the generalpublic.

More details on the state of Company?s affair and businessoverview are discussed in the Management Discussion & Analysis Report forming part ofthis Annual Report.

Further there were no changes in the nature of the Business of theCompany during the year under review.

4. Transfer to Reserves

The Company has not transferred any amount to General Reserve. Howeverthe entire profit amount has been retained by the Company in their Profit and LossAccount except for Rs. 3706919 /- which was transferred to the "NBFC ReserveFund" maintained by the Company as per RBI Guidelines.

5. Dividend and Appropriations

The Company has declared Three (3) Interim Dividend for the Year2021-22 amounting to total Dividend of Rs 2085840/- for the entire year. Directors havedecided not to declare any Final Dividend for the said year.

6. Report on performance of Subsidiaries Associates and JointVenture Companies

During the year under review your Company did not have any SubsidiaryAssociate and Joint Venture Company.

7. 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 of furnishing details relating to Deposits covered under Chapter Vof the Act or the details of Deposits which are not in compliance with the Chapter V ofthe Act is not applicable.

8. Particular of Contracts or Arrangement with Related Parties

All Transactions/Contracts/Arrangements entered into by the Companywith Related Party (ies) as provided under the provisions of Section 2(76) of the Actduring the financial year under review were in the ordinary course of business and onarm?s length basis.

Further none of these Contracts / Arrangements / Transactions withRelated Parties could be considered material in nature as per the thresholds given in Rule15(3) of the Companies (Meetings of Board and its Powers) Rules 2014 and hence nodisclosure is required to be given in this regard. The details are disclosed in Form AOC-2which is annexed as "Annexure I" to this report.

9. Disclosure of Related Party Transaction with Person or Entitybelonging to Promoter & Promoter Group

The Company entering into Related Party Transaction(s) with persons& entity belonging to the Promoter or Promoter Group holding 10% or more shareholdingof the Company are described in detail in the Financial Statements of the Company placedat Note number 17(v).

10. Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and

Outgo

The particulars as required under the provisions of Section 134(3)(m)of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofConservation of Energy

Technology Absorption Foreign Exchange Earnings and Outgo arefurnished in "Annexure -II" which forms part of this Report.

11. Annual Return

As per Section 92 (3) every company shall place a copy of the annualreturn on the website of the company if any and the web-link of such annual return shallbe disclosed in the Board?s Report.

Pursuant to the provisions of Section 134(3)(a) of the Act copy ofannual return for the financial year ended 31st March 2022 made under theprovisions of Section 92(3) of the Act has been placed on the below mentionedweb-address:- http://www.qgofinance.com/annual-reports-returns/

12. Particulars of Investments Loans Guarantees

During the year under review the Company has not granted any loansprovided any guarantees or securities or made any investments under the provisions ofSection 186 of the Act.

13. Material changes and commitments if any affecting the financialposition of the

Company which have occurred between the end of the financial year ofthe Company to which the financial statements relate and the date of the report:

Except as disclosed elsewhere in this Report no material changes andcommitments which could affect the Company?s financial position have occurred betweenthe end of the financial year of the Company on the date of this Report.

14. Disclosure of Internal Financial Controls

According to Section 134(5) (e) of the Act the term Internal FinancialControl (‘IFC?) means the policies and procedures adopted by the Company forensuring the orderly and efficient conduct of its business including adherence toCompany?s policies the safeguarding of its assets the prevention and earlydetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information.

The Internal Financial Controls with reference to Financial Statementsas designed and implemented by the Company are adequate and operating effectively. TheCompany?s internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. During the year under review no materialor serious observations have been received from the Statutory Auditors of the Company forinefficiency or inadequacy of such controls.

15. Board of Directors and Key Managerial Personnel.

The Board of Directors holds fiduciary position and is entrusted withthe responsibility to act in the best interests of the Company. The Board at its meetingsdeliberate and decide on strategic issues including review of policies financial mattersdiscuss on business performance and other critical matters for the Company. Committeesconstituted by the Board focus on specific areas and take informed decisions within theframework of the delegated authority and responsibility and make specific recommendationsto the Board on matters under its purview. Decisions and recommendations of the Committeesare placed before the Board for consideration and approval as required.

Composition of Board of Directors of the Company is duly constitutedwith proper balance of Executive Directors Non-Executive Non-Independent Director andNon-Executive Independent Directors including Women Director in compliance with theapplicable provisions. The Directors and KMPs of the Company have been appointed keepingin mind the Company?s size complexity and business. The Board and KPMs have variedexpertise and is committed to its duties and responsibilities and that as on 31stMarch 2022 following comprise of the Board and KMPs of the Company:

Name DIN/PAN Designation
Rear Admiral Vineet 02960365 Chairman and
Bakhshi (Retired) Independent Director
Ms. Rachana Singi 00166508 Managing Director
Ms. Seema Pathak 01764469 Non-Executive Director
Mr. Virendra Jain 02738380 Independent Director
Mr. Alok Pathak ADLPP2092H Chief Financial Officer
Ms. Urmi Joiser AZYPJ9506H Company Secretary and
Compliance Officer

During the year under review there was no change in the composition ofthe Board/KMPs.

16. Number of Board Meetings

Your Board meets at regular intervals to discuss and decide on businessstrategies/policies and review the Company?s financial performance. Pursuant toSection 173(1) of the Act the Board is required to hold minimum of four meetingsthroughout the year with a gap of not more than one-hundred twenty days between twoconsecutive meetings. The Directors have met 10 (Ten) times during this year. The detailsrelating to Board meetings and attendance of Directors who have attended these Meetingshas been disclosed separately in detail in the Corporate Governance Report.

17. Retirement by Rotation

Pursuant to the provisions of Section 152 (6) (d) of the Act read withCompanies (Appointment and Qualification of Directors) Rules 2014 Mrs. Rachana Singi(DIN: 00166508) Managing Director of the Company is liable to retire by rotation at theensuing Annual General Meeting of the Company and being eligible has offered herself forreappointment.

18. Committees

The constitution of the Board Committees is in compliance with theapplicable provisions of the Act and the relevant rules made thereunder and the Articlesof Association of the Company. The Board has constituted the Audit Committee Nominationand Remuneration Committee Stakeholders Relationship Committee Risk Management Committeeto deal with specific areas/activities that need a closer review and to have anappropriate structure for discharging its responsibilities.

The provisions of the Act and SEBI Listing Regulations have prescribedand mandated forming of Committees of the Board for efficient working and effectivedelegation of work and to ensure transparency in the practices of the Company.Accordingly the Committees formed by the Board are as follows:

A. Audit Committee:

Pursuant to Section 177 of the Act the Board has formed a AuditCommittee which assists the Board in fulfilling its oversight responsibilities ofmonitoring financial reporting processes reviewing the Company?s established systemsand processes for internal financial controls governance. The Committee is governed by aCharter that is in line with the regulatory requirements mandated by the Act. The AuditCommittee also receives the report on compliance under the Code of Conduct for Prohibitionof Insider Trading Regulations 2015 The brief details of the Committee have beendisclosed in the Corporate Governance Report.

The Board of Directors of the Company had accepted all therecommendations of the Committee.

B. Nomination and Remuneration Committee:

Pursuant to Section 178(1) of the Act the Board has formed aNomination and Remuneration Committee. The Committee is responsible for formulatingevaluation policies and reviewing all major aspects of Company?s HR processesrelating to hiring training talent management succession planning and compensationstructure of the Directors KMPs and Senior Management. The Committee also anchored theperformance evaluation of the Individual Directors. The details of the same are disclosedin the Corporate Governance Report. The Nomination and Remuneration Policy adopted by theBoard forms a part of the Annual Report as ‘Annexure-III. The Policy isavailable on the following web-link: http://www.qgofinance.com/corporate-governance/

C. Stakeholders? Relationship Committee:

Pursuant to Section 178(5) of the Act the Board has constituted aStakeholders? Relationship Committee. The details of the Committee have beendisclosed in the Corporate Governance Report.

D. Administration Committee:

Administration Committee has been voluntarily formed by the Company forlooking after the administration and day-to-day operations of the Company. The furtherdetails are disclosed in the Corporate Governance Report.

E. Risk Management Committee:

According to the Regulation 21 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (SEBI Listing Regulations) a Risk ManagementCommittee is to be formed by the top 1000 listed entities based on market capitalization.However QGO Finance Limited does not fall under the threshold and also Regulation 17 to27 of SEBI Listing Regulations are not applicable to the Company. But the Board has optedmandatorily to form the Committee in order to cover the short-comings and secure theposition of the Company. The details of the Committee are disclosed in the CorporateGovernance Report.

19. Declaration by Independent Directors

There are two Independent Directors on the Board of the Company. TheCompany has received declarations from both the Independent Directors confirming that theymeet the criteria of independence as prescribed under Section 149 (6) of the Act as wellas Regulation 16 (1)(b) of the SEBI Listing Regulations.

The Independent Directors have also submitted a declaration confirmingthat they have registered their names in the databank of Independent Directors as beingmaintained by the Indian Institute of Corporate Affairs ("IICA") in terms ofRule 6 of the Companies (Appointment and Qualification of Directors) Rules 2014.

None of the independent directors are aware of any circumstance orsituation which exist or may be reasonably anticipated that could impair or impact theirability to discharge their duties with an objective independent judgment and without anyexternal influence. The Board of Directors have taken on record the declaration andconfirmation submitted by the Independent Directors after undertaking due assessment ofthe same and in their opinion the Independent Directors fulfill the conditions specifiedin the Act and SEBI Listing Regulations and are independent of the management. In theopinion of the Board the Independent Director possess integrity expertise and richexperience (including proficiency) as required under their criteria.

The Independent Directors have complied with the Code for IndependentDirectors prescribed in Schedule IV to the Act.

20. Compliance with Secretarial Standards on Board Meetings CommitteeMeetings of the

Board and General Meetings

During the Financial Year 2021-22 the Company has complied with allthe relevant provisions of the applicable Secretarial Standards issued by the Institute ofCompany Secretaries of India.

21. Management Discussion and Analysis Report

The detailed report on Management Discussion and Analysis Report incompliance with Regulation 34(2)(e) of SEBI Listing Regulations forms part of this Reportas Annexure-IV

22. Report on Corporate Governance

The compliance of Corporate Governance provisions specified inRegulation 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46and para C D and E of Schedule V of SEBI Listing Regulations are not applicable to theCompany in the light of the provision of Regulation 15 of SEBI Listing Regulations.

The Company?s Corporate Governance Practices are a reflection ofvalue system encompassing culture policies and relationships with the stakeholders.Integrity and transparency are key to Corporate Governance Practices to ensure thatCompany gain and retain the trust of stakeholders at all times. It is about maximizingshareholder value legally ethically and sustainably. The Board exercises its fiduciaryresponsibilities in the widest sense of the term.

However following the Good Corporate Governance principles and thehighest standards of accountability transparency and disclosure and keeping in line withCompany?s philosophy of integrated reporting the Company has taken an effort tocomply with Corporate Governance reporting requirements on voluntary basis. The detailedreport on Corporate Governance also forms part of this Annual Report as Annexure V.

23. Fit and Proper Criteria and Code of Conduct

All the Directors meet the fit and proper criteria stipulated by RBI.All the Directors and Senior Management of the Company have affirmed compliance with theCode of Conduct of the Company.

24. Prudential norms and Directions of RBI for NBFCs

Your company has complied with all the requirements prescribed by theReserve Bank of India and has filed the required returns.

25. Vigil mechanism/Whistle Blower Policy

The Board of Directors of the Company pursuant to the provisions ofSection 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed a "Vigil Mechanism Policy" for Directors andemployees of the Company to provide a mechanism to ensure adequate safeguards to Employeesand Directors from any victimization or raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any Financial StatementsReports unethical behavior breach of Code of Conduct actual or suspected fraud anyother malpractice impropriety or wrongdoings illegality retaliation against theDirectors & Employees and instances of leakage of/suspected leakage of UnpublishedPrice Sensitive Information of the Company etc.

The Employees of the Company have the right/option to report theirgenuine concerns/grievances to the Chairperson of the Board of Directors in exceptionalcases. The Audit Committee oversees the functioning of the same. Further no personnelhave been denied access to the Audit Committee during the Financial Year under review.

The details of this Policy is hosted on the website of the Company at http://www.qgofinance.com/corporate-governance/

26. Risk Management Policy

The Board of Directors of the Company have designed a Risk ManagementPolicy to avoid events situations or circumstances which may lead to negativeconsequences on the Company's businesses and define a structured approach to manageuncertainty and to make use of these in their decision-making pertaining to all businessdivisions and corporate actions and to take remedial actions to minimize any kind ofadverse impact on the Company. Key business risks and their mitigation are considered inthe Annual/Strategic Business Plans and in the periodic Management Reviews. The Policy isavailable on the Website of the Company at www.qgofinance.com

27. Annual evaluation of Directors Committees and the Board

Pursuant to the applicable provisions of the Act and SEBI ListingRegulations the Board has carried out Annual Performance Evaluation of its ownperformance of the Directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration and Stakeholders? Relationship Committees. Themanner in which the evaluation has been carried out has been explained in the CorporateGovernance Report. The Evaluation process covers a structured questionnaire for evaluationby Board members

In a separate meeting of Independent Directors performance ofnon-independent directors performance of the Board as a whole and performance of theChairman was evaluated taking into account the views of the Executive Director. The samewas discussed in the Board meeting held subsequently to the meeting of the IndependentDirectors at which the performance of the Board its Committees and individual Directorswas also discussed. Performance evaluation of Independent Directors was done by the entireBoard excluding the Independent Director being evaluated. The Directors expressed theirsatisfaction over the evaluation process.

28. Particulars of Employees

The information required under Section 197(12) of the Act read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 as amended from time to time in respect of Directors/employees of the Company isattached as "Annexure- VI" to this report.

The information required under Section 197(12) of the Act read withRule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 as amended from time-to-time forms part of this Board Report. However interms of Section 136 of the Act the annual report is being sent to the shareholdersexcluding the said statement. The said information is readily available for inspection bythe shareholders at the Company?s registered office during the business hours on allworking days up to the date of ensuing Annual General Meeting and shall also be providedto any shareholder of the Company who sends a written request to the Company Secretaryand Compliance Officer at contactus@qgofinance.com

29. Auditors and Reports

A. Statutory Auditor and Auditors? Report

M/s. Subramaniam Bengali and Associates Chartered Accountants havebeen appointed as the Statutory Auditors of the Company by the shareholders in the 26thAnnual General Meeting for a term of 5 consecutive years i.e. until the conclusion of 31stAnnual General Meeting for the financial year ending on 2023-24. The Auditors fulfill theeligibility and qualification norms as prescribed under the Act the Chartered AccountantsAct 1949 and rules and regulations issued thereunder.

The observations /qualifications /disclaimers made by the StatutoryAuditors in their Report for the financial year ended 31st March 2022 read withthe explanatory notes therein are self-explanatory and therefore do not call for anyfurther explanation or comments from the Board under Section 134(3) of the Act.

There have been no instances of fraud reported by the Auditors againstthe Company under section 143 (12) of the Act.

B. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board atits meeting held on May 14 2021 had appointed M/s. Mehta & Mehta Practicing CompanySecretaries as the Secretarial Auditors of the Company for the FY 2021-22. The SecretarialAudit Report for the FY 2021-22 in Form MR-3 is appended as "Annexure- VII"ofthis Report.

There are no qualifications reservations or adverse remark ordisclaimer in the Secretarial Audit Report.

C. Internal Auditor

Pursuant to Section 138 of the Act the Company has appointed M/s. KARM& Co. Chartered Accountants as the Internal Auditors of the Company in the BoardMeeting held on May 14 2021 for the FY 2021-22.

D. Cost Auditors and Cost Auditors Report

The Company is not required to maintain cost records in terms of therequirements of Section 148 of the Act and rules framed thereunder.

30. Disclosure of Orders passed by Regulators or Courts or Tribunal:

No significant or material orders have been passed by any Regulator orCourt or Tribunal which can have an impact on the going concern status of the Company orits operations in future.

31. Directors? Responsibility Statement:

In terms of Section 134(5) of the Act in relation to the AuditedFinancial Statements of the Company for the year ended 31st March 2022 theBoard of Directors hereby confirms that:

  1. in the preparation of the Annual Accounts the applicable Accounting Standards had been followed along with proper explanation relating to material departures;
  2. such Accounting Policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2022 and of the profit of the Company for that year;
  3. proper and sufficient care was taken for the maintenance of adequate Accounting Records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
  4. the Annual Accounts of the Company have been prepared on a Going Concern basis;
  5. Internal Financial Controls were followed and such Internal Financial Controls are adequate and were operating effectively.
  6. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

32. Disclosure under Section 43(A)(ii) of the Companies Act 2013

The Company has not issued any shares with Differential Rights andhence no information as per provisions of Section 43(a) (ii) of the Act read with Rule4(4) of the Companies (Share Capital and Debenture) Rules 2014 is furnished.

33. Disclosure under Section 54(1)(d) of the Companies Act 2013

The Company has not issued any Sweat Equity Shares during the yearunder review and hence no information as per provisions of Section 54(1)(d) of the Actread with Rule 8(13) of the Companies (Share Capital and Debenture) Rules 2014 isrequired to be furnished.

34. Disclosure under Section 62(1)(b) of the Companies Act 2013

The Company has not issued any Equity shares under Employees StockOption Scheme during the year under review and hence no information as per provisions ofSection 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital andDebenture) Rules 2014 is furnished.

35. Disclosure under Section 67(3) of the Companies Act 2013

During the year under review there were no instances of non-exercisingof voting rights in respect of shares purchased directly by employees under a schemepursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital andDebentures) Rules 2014 is furnished.

36. Sexual Harassment at Workplace

The Company is committed to create and maintain an atmosphere in whichemployees can work together without fear of sexual harassment and exploitation. Everyemployee is made aware that the Company is strongly opposed to sexual harassment and thatsuch behavior is prohibited both by law and the Company. During the year under review theCompany has not crossed the stipulated 10 Employees threshold in the establishment. Hencethe Company is not required to form an Internal Complaints Committee as required by theAct.

A. Disclosure regarding Internal Complaints Committee

The Company is not required to constitute an Internal ComplaintsCommittee as mentioned under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

37. Corporate Social Responsibility:

Your Company does not fall in the ambit of limit as specified inSection 135(1) of the Act read with Rule framed there under in respect of CorporateSocial Responsibility.

38. The details of application made or any proceeding pending under theInsolvency and

Bankruptcy Code 2016 (31 of 2016) during the year along with theirstatus as at the end of the financial year:

During the period under review no application was made or anyproceeding under the Insolvency and Bankruptcy Code 2016 was pending.

39. The details of difference between amount of the valuation done atthe time of one-time settlement and the valuation done while taking loan from the Banks orFinancial Institutions along with the reasons thereof.

There were no such transaction during the FY 2021-22.

40. Appreciation

Your Directors place on record their sincere appreciation for thecontinued co-operation and support extended to the Company by various Banks. Yourdirectors also place on record sincere appreciation of the continued hard work put in bythe employees at all levels amidst the challenges due to pandemic. The Directors alsothank the Company?s vendors investors business associates and agencies for theirsupport and co-operation.

Your Directors mourn the loss of lives due to COVID-19 pandemic and aredeeply grateful and have immense respect for every person who risked their life and safetyto fight this pandemic.

Your Directors appreciate and value the contribution made by everymember of the QGO family.

For and on behalf of Board of QGO Finance Limited

 

SD/-

Rear Admiral Vineet Bakhshi (Retired)

Chairman and Independent Director

DIN: 02960365

Address: 137 Shakti Nagar Dadabari

Kota 324009 Rajasthan India

Date: May 16 2022

Place: Rajasthan

.