Sri Amarnath Finance Ltd.
|BSE: 538863||Sector: Financials|
|NSE: N.A.||ISIN Code: INE985Q01010|
|BSE 00:00 | 01 Dec||Sri Amarnath Finance Ltd|
|NSE 05:30 | 01 Jan||Sri Amarnath Finance Ltd|
|BSE: 538863||Sector: Financials|
|NSE: N.A.||ISIN Code: INE985Q01010|
|BSE 00:00 | 01 Dec||Sri Amarnath Finance Ltd|
|NSE 05:30 | 01 Jan||Sri Amarnath Finance Ltd|
The Members of
Sri Amarnath Finance Limited
Your Directors are pleased to present their Thirty Sixth Report of the Company togetherwith the audited financial statements for the Financial Year ended on March 31 2021.
The performance highlights and summarized financial results of the Company are givenbelow:
1. INFORMATION ON STATUS OF AFFAIRS OF THE COMPANY
? Income from operation for the year was Rs. 4.86 Crores as compared to Rs. 4.80 Croresin 2019-20 a growth of 1%
? Profit Before Tax for the year was Rs. 3.69 Crores as compared to Rs. 3.54 in2019-20 a increase of 4%
? Profit After Tax for the year was Rs. 2.69 Crores as compared to Rs. 2.61 Crores in2019-20 a increase of 3%
The Company did not recommend any dividend for the year.
3. TRANSFER TO RESERVES
During the year under review your Company has transferred a sum of Rs. 5389711/- tothe reserves from the profits of the Company in accordance with the provisions of section45IC of the Reserve Bank of India.
4. CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the Company during the financialyear 2020-21.
5. NAME OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINT VENTURESOR ASSOCIATE COMPANIES DURING THE YEAR
Your Company does not have any subsidiary joint Venture or associate Company
6. DETAILS OF DEPOSITS COVERED UNDER CHAPTER V OF COMPANIES ACT 2013
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 and as such noamount on account of principal or interest on public deposits was outstanding as on thedate of the Balance Sheet.
As of the end of March 31 2021 an amount of NIL matured deposits remained unclaimed.
7. RBI GUIDELINES:
The company continues to fulfill all the norms and standards laid down by the ReserveBank of India for the Non Banking Financial Company.
8. NBFC REGISTRATION
The Company has been registered with Reserve bank of India as Non Banking FinanceCompany vides registration no. B-14.01224 dated 4th January 2003
9. CREDIT RATING
The directors of the Company are happy to report that the company get its membershipcertificate from all CICs i.e. Credit Information Bureau (India) Limited (CBIL) EquifaxCredit Information Services Private Limited (ECIS) Experian Credit Information Company ofIndia Private Limited CRIF High Mark Credit Information Services Private Limited. A soundrating/upgrade in a challenged business environment speaks volumes about the Company'sperformance and its systems & processes.
10. EXPOSURE TO REAL ESTATE:
The following are details of loan provided to the companies engaged in real estatebusiness during the financial year 2020-21:
11. DEMATERIALIZATION OF SHARES :
The Company has connectivity with NSDL & CDSL for dematerialization of its equityshares. The ISIN No INE985Q01010 has been allotted for the company. Therefore theinvestors may keep their shareholding in the electronic mode with their depositoryParticipant. 67.99% of the Company's paid-up Share Capital is in dematerialized form as on31stMarch 2020 and balance 32.01% in physical form.
12. THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVERESIGNED DURING THE YEAR
Mrs. Nishi Seth (DIN: 01101809)Non-Executive & Non-Independent Director of theCompany who retires by rotation in accordance with the provisions of Section 152 of theCompanies Act 2013 at the ensuing Annual General Meeting and being eligible offersherself for re-appointment. The detailed profile of Mrs. Nishi Seth has been included inthe Notice convening the ensuing AGM.
Mr. Sumit Bajaj has tendered his resignation from the post of Company Secretary &Compliance officer of the Company with effect from 11.11.2020 and in place the board ofdirectors appointed Ms. Deepa as a Company Secretary & Compliance officer of thecompany with effect from 11.11.2020.
The Company has received consent in writing to act as directors in Form DIR-2 andintimation in Form DIR-8 pursuant to Rule 8 of the Companies (Appointment andQualification of Directors) Rules 2014 to the effect that they are not disqualifiedunder section (2) of section 164 of the Companies Act 2013. The Board considers that hisassociation would be immense benefit to the Company and it is desirable to avail hisservices as Directors. Accordingly the Board recommends the resolution related toappointment of above directors for the approval of shareholders of the company.
13. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions contained in Section 134 (5) of the Companies Act 2013Your Directors confirm that:
i) In the preparation of the annual accounts for the financial year ended on March 312021 the applicable Indian Accounting Standards have been followed and there are nomaterial departures from the same;
ii) The selected accounting policies were applied consistently and the Directors madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31 2021 and of the profit of theCompany for that period.
iii) 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) The annual accounts have been prepared on a 'going concern' basis.
v) The Internal financial controls have been laid by the Directors to be followed bythe Company and such financial controls are adequate and were operating effectively.
vi) Proper systems had been devised in compliance with the provision of the allapplicable laws and such systems were adequate and operating effectively.
14. EXTRACT OF ANNUAL RETURN
The extract of annual return in Form MGT-9 as on March 31 2021 is attached asAnnexure-A to this Report.
15. CORPORATE GOVERNANCE REPORT
Your Company has been practicing the principles of good Corporate Governance over theyears and it is a continuous and ongoing process. A report on the Corporate Governance asrequired under Regulation 24 34(3) and 54(f) read with Schedule V of Securities ExchangeBoard of India (Listing Obligation and Disclosure Requirements) Regulations 2015 is givenin this Report as Annexure-B.
Details on number of Meetings of Board and Committees and composition of variousCommittees of the Board including their Terms of Reference are in the annexed CorporateGovernance Report.
16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under the SEBI (ListingObligations and Disclosure Requirements) regulations 2015 is annexed as Annexure-C andforms part of the Directors' Report.
17. NUMBER OF MEETINGS OF THE BOARD
During the year Five (5) meetings of the Board of Directors were held. For furtherdetails please refer Report on Corporate Governance.
18. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.
During the year under consideration Statutory Auditor and Secretarial Auditor have notreported any instances of frauds committed in the Company under section 143(12) of theCompanies Act 2013.
19. INDEPENDENT DIRECTORS DECLARATION
Presently the Company has three Independent Directors namely Mr. Rajesh Sabharwal Ms.Pooja Bedi and Ms. Harlin Arora who have given declaration that they meet the eligibilitycriteria of independence as provided in sub-section (6) of Section 149 of Companies Act2013. For further details please refer Annexure'D of Report on Corporate Governance.
20. DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TOSECTION 134(3) (e) AND SECTION 178 (3)
The Board of the Directors had framed the policy which lays down a framework inrelation to Remuneration of Directors Key Managerial Personnel and Senior Management ofthe Company. This policy also lays down criteria for selection and appointment of BoardMembers. The Remuneration Policy is disclosed on the Company's websitehttp://www.sriamarnathfinance .in
21. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:
In pursuant to the provision of section 177(9) & (10) of the Companies Act 2013the company had formulated a Whistle blower policy to establish a vigil mechanism forDirectors and employees of the Company to report concerns about unethical behavior actualor suspected fraud or violation of the Company' s code of conduct or ethics policy. TheWhistle Blower policy is available on website of the Companyhttp://www.sriamarnathfinance.in
22. AUDITOR AND AUDITOR'S REPORT
M/s Vinod Vishal & Co. Chartered Accountants (Firm Registration No. 09112N) wasappointed as the Statutory Auditor of the Company in the 35th Annual GeneralMeeting till the conclusion of 40th Annual General Meeting. Your consent isrequired for ratification of their appointment to hold office from the conclusion of theensuing Annual General Meeting till the conclusion of the next Annual General Meeting onremuneration to be fixed by the Audit Committee and approve by Board of Directors of theCompany.
There are no qualifications reservations or adverse remarks or disclaimers made by theM/s Vinod Vishal & Co. Chartered Accountants The Statutory Auditor in their reportfor the Financial Year ending on March 31 2021 under review Auditors' Report is annexedherewith and forms a part of Annual report.
Secretarial Audit of the Company has been undertaken by M/s Abhishek Pathak &Associates a firm of Company Secretaries in Practice. The Report of the Secretarial AuditReport is included as Annexure- E and forms an integral part of this report. SecretarialAudit Report does not contain any qualification reservation or adverse remark.
The Company has appointed M/s. R Garg & Company as an Internal Auditor of theCompany for the financial year 2020-21. M/s. R Garg & Company placed the internalaudit report to the company which is self explanatory and need no comments.
23. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS IN THEIR REPORTS
There were no qualifications reservations or adverse remarks made by the StatutoryAuditors or Secretarial Auditors in their report.
24. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of loans guarantees and investments covered by the provisions of section 186of the Companies Act 2013 are given in the notes to the financial statements.
25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Particulars or arrangements with related parties for the financial year 2020-21 areannexed herewith as "Annexure- F" to the financial statements in form AOC-2. Thedetails of related party disclosures also form part of the notes to the financialstatements.
26. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred from the end of the Financial Year 2020-21 till the date of this report.
As mentioned in previous director report for financial year 2018-19 and 2019-20 that anex-parte interim order has been passed on 04.06.2018 by Hon'ble National Company LawTribunal (NCLT) Delhi Bench against the Company restraining the Company from alienatingencumbering or transferring the fixed assets of the Company and also restraining thecompany from operating its bank accounts.
We would like to update you that the petition of Registrar of Companies (ROC) againstthe Company seeking winding up stands dismissed by the Hon''ble National Company LawTribunal (NCLT) Delhi Bench-II by passing order No. 172/271-272/ND/18 dated 03.02.2020.
The Hon'ble NCLT Delhi Bench-II has passed the order in favour of Sri Amarnath FinanceLimited by dismissing/rejecting ROC petition on the grounds of lack of sanction. FurtherRegistrar of Companies has filed an appeal with the Hon'ble National Company
Law Appellate Tribunal in the same matter and appeal is pending for the admission tilldate.
Further there was no change in the nature of business of the Company.
27. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO
The company does not fall under the industries covered by the companies (Accounts)Rules 2014. Hence the requirement of disclosure in relation to the conservation ofenergy technology absorption foreign exchange earnings & outgo are not applicable toit.
28. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY
The assets of the company are adequately insured against the loss of fire riotearthquake terrorism loss of profit etc other risks which considered necessary by themanagement. The company has been addressing the various risks impacting the company andthe policy of the company on Risk Management is provided as part of Management Discussionand Analysis Report which forms part of this Annual Report.
29. CORPORATE SOCIAL RESPONSIBILITY POLICY
The provisions of Section 135 of companies Act 2013 are not applicable on yourCompany.
30. EVALUATION BY BOARD OF ITS OWN PERFORMANCE ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the applicable provisions of the Companies Act 2013 and Regulation 15 ofthe Listing Regulations the Company has devised the policy for performance evaluation ofthe Independent Directors Board Committees and other individual Directors whichincludes criteria for performance evaluation of non-executive directors and executivedirectors.
The evaluation of all the directors and Board as a whole was conducted based on thecriteria and framework adopted by the Board. More details regarding evaluation processhave been provided under Corporate Governance Report which forms part of this AnnualReport.
31. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The company has in place an Anti-Sexual Harassment Policy in line with the requirementsof Section 22 and Section 28 of The Sexual Harassment of Woman at the Workplace(Prevention Prohibition and Redressal) Act 2013. Internal Complaint Committee has beenset up to redress complaints received regarding sexual harassment. All employees(permanent contractual temporary trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed offduring the year 2020-21.
33. HEALTH SAFETY AND ENVIRONMENT PROTECTION
The company has complied with all applicable environmental law and labour laws. TheCompany has been complying with the relevant laws and has been taking all necessarymeasures to protect the environment and maximize worker protection and safety.
34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the period under review there were no significant and material orders passed bythe regulators/ courts or tribunals that would impact going concern status of the Companyand its future operations.
The Company has in its last Board Report notified its Shareholders that the Company isalso in receipt of notice under section 272(4) of Companies Act 2013 from the office ofRegional Director Northern Region. In this regard the Registrar of Companies Delhi &Haryana has filed a petition under section 271-272 of the Companies Act 2013 against theCompany before Hon'ble National Company Law Tribunal (NCLT) Delhi bench & an ex- parteinterim order has been passed on 04.06.218 by Hon'ble National Company Law Tribunal(NCLT) Delhi Bench against the Company restraining the Company from alienatingencumbering or transferring the fixed assets of the Company and also restraining thecompany from operating its bank accounts.
We would like to update you that the petition of Registrar of Companies (ROC) againstthe Company seeking winding up stands dismissed by the Hon''ble National Company LawTribunal (NCLT) Delhi Bench-II.
The Hon'ble NCLT Delhi Bench-II has passed the order dated 03.02.2020 in favour of SriAmarnath Finance Limited by dismissing/rejecting ROC petition on the grounds of lack ofsanction.
Further Registrar of Companies has filed an appeal with the Hon'ble National CompanyLaw Appellate Tribunal in the same matter and appeal is pending for the admission tilldate
35. NON-BANKING FINANCIAL COMPANIES AUDITOR'S REPORT (RBI)
Pursuant to the Non-Banking Financial Companies' Auditors' Report (Reserve Bank)Directions 2008 a report from the Statutory Auditors to the Board of Directors has beenreceived by your Company. This report has certified that the Company has complied with allthe directions and prudential norms as prescribed under the RBI Act 1934.
36. CAPITAL FUND TO RISK WEIGHTED ASSETS:
Percentage to capital funds to the risk weighted assets/exposures
37. PARTICULARS OF EMPLOYEES PURSUANT TO THE SECTION 197 (12) OF COMPANIES ACT AND RULE5(1) 5(2) AND 5(3) OF COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees of the Company andDirectors is furnished hereunder:'
*Cs Sumit Bajaj resigned on 11.11.2020 and in place CS Deepa appointed on 11.11.2020
The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year:
As the company has paid the remuneration to only Managing Director during the financialyear 2020-21 and there is no increase in the Salary of Company Secretary and no increasein the Salary of CFO KMP during the financial year 2020-21.
The percentage increase in the median remuneration of employees in the Financial Year:-(21.80%) Salary Decrease in this financial year is due to decrease in number of employeesand pandemic condition.
The number of permanent employees on the rolls of company: The company had 9(Nine)employees during the year.
Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point outexceptional circumstances for increase in the managerial remuneration (if any):
Salary Increase in this financial year is due to increase in number of employees. Thereis no direct nexus between increases in the salary with the performance of the company;further the Company has paid remuneration to its Managing Director during the financialyear 2020-21.
Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company hereby affirm that the remuneration paid is as per the as per theRemuneration Policy for Directors Key Managerial Personnel and other Employees.
Statement of Particulars of Employees pursuant to the Section 197 (12) of Companies Actand Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014
a) Details of the employees employed throughout the Financial Year was in receipt ofremuneration for that year which in the aggregate was not less than one crore rupees andtwo lakh rupees.
b) Details of the employees employed for a part of the Financial Year and was inreceipt of remuneration for any part of that year at a rate which in the aggregate wasnot less than eight lakh and fifty thousand rupees per month;
c) If employed throughout the Financial Year or part thereof and was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the Managing Director or WholetimeDirector or Manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the Company.
38. OTHER INFORMATION
a) Disclosure of composition of audit committee
Details regarding composition of the Audit Committee are given in the CorporateGovernance Report.
b) Board Committees
The Corporate Governance Report also includes details of the various Committees of theBoard.
c) Sweat Equity Shares Employee Stock Option
The Company has not issued any Sweat Equity Shares and had not provided any StockOption Scheme to the employees during the period under review.
Your Directors wish to express their grateful appreciation for the valuable support andcooperation received from sub-brokers business associates vendors bankers financialinstitutions investors stakeholders registrar and share transfer agent other businessaffiliates and media.
The Board places on record its sincere appreciation towards the Company's valuedclients for the support and confidence reposed by them in the organization and thestakeholders for their continued co-operation and support to the company and looks forwardto the continuance of this supportive relationship in future.
Your Directors also place on record their deep sense of appreciation for the devotedservices of the employees during the year under review.
By order of the Board of Directors
For SRI AMARNATH FINANCE LIMITED