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Suchitra Finance & Trading Company Ltd.

BSE: 538714 Sector: Financials
NSE: N.A. ISIN Code: INE475D01010
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NSE 05:30 | 01 Jan Suchitra Finance & Trading Company Ltd
OPEN 58.55
PREVIOUS CLOSE 58.55
VOLUME 1
52-Week high 77.00
52-Week low 37.05
P/E 14.82
Mkt Cap.(Rs cr) 55
Buy Price 0.00
Buy Qty 0.00
Sell Price 58.55
Sell Qty 105.00
OPEN 58.55
CLOSE 58.55
VOLUME 1
52-Week high 77.00
52-Week low 37.05
P/E 14.82
Mkt Cap.(Rs cr) 55
Buy Price 0.00
Buy Qty 0.00
Sell Price 58.55
Sell Qty 105.00

Suchitra Finance & Trading Company Ltd. (SUCHITRAFINANCE) - Director Report

Company director report

[(Under Section 134(3) of the Companies Act 2013)

{Read with Companies (Accounts) Rules 2014}]

To

The Members

The Board of Directors of Suchitra Finance & Trading Co. Ltd. ("yourCompany" or "the Company") are pleased to present the 38th Annual Reportand the Audited Financial Statements of your Company for the financial year ended 31stMarch 2021 ("financial year under review").

Pursuant to the notification issued by Ministry of Corporate Affairs the Company hasadopted Indian Accounting Standards ("Ind AS") notified under the Companies(Indian Accounting standards) Rule 2015 with effect from 01st April 2019.

FINANCIAL HIGHLIGHTS:

The Company's financial performance for the financial year ended 31st March 2021 ascompared to the previous financial year ended 31st March 2020 is summarized below:

(Rs. in Lakhs)

Particulars For the year ended 31st March 2021 For the year ended 31st March 2020
Revenue from Operation 2185.62 2159.81
Other Income 1.56 0.71
Total Revenue 2187.18 2160.51
Profit before Depreciation & Amortization Expenses Finance Cost and Tax 2055.30 2095.36
Less: Depreciation and Amortization Expenses NIL NIL
Finance Cost 945.75 872.63
Profit/Loss before Tax 1109.55 1222.73
Less: Provision for Tax: Current Years/Earlier Years/Deferred Tax 516.78 316.50
Profit/(Loss) after Tax 592.78 906.22
Other Comprehensive Income 0.07 28.81
Total Comprehensive Income 592.83 935.03

Note: The above figures are extracted from the financial statements for thefinancial year ended on 31st March 2021.

OPERATIONAL REVIEW:

Your Company is non-deposit taking NBFCs. Some of the key highlights of your Company'sperformance during the year under review are:

• Revenue:

Company's Revenue from operations as on 31st March 2021 stand at Rs. 2185.62/- Lakhsagainst Rs. 2159.81 / - Lakhs recorded in the previous year.

• Net worth:

The Net Worth of the Company increased from Rs. 10510.61/- Lakhs to Rs. 9917.78/-Lakhs.

• Profit before tax:

Profit before taxation is Rs. 1109.55/- Lakhs as against Rs. 1222.73/- Lakhs in thelast year.

• Net profit after tax:

Net profit after taxation is Rs. 592.76/- Lakhs as against Rs. 906.22/- Lakhs in thelast year.

The Financial Statements of your Company have been prepared in accordance IndianAccounting Standards (Ind-AS) as prescribed under Section 133 of the Companies Act 2013read with Rule 3 of the Companies (Indian Accounting Standards) Rules 2015 and Companies(Indian Accounting Standards) Amendment Rules 2016 and Companies Act 1956 / CompaniesAct 2013 as applicable and Regulation 48 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referredto as 'SEBI Listing Regulations 2015'). Accounting policies have been consistentlyapplied except where a newly issued accounting standard if initially adopted or arevision to an existing accounting standard requires a change in the accounting policyhitherto in use. Management evaluates all recently issued or revised accounting standardson an ongoing basis. Your Company discloses standalone unaudited financial results on aquarterly basis which are subjected to limited review and standalone audited financialresults on an annual basis.

The Shareholder Approved for Shifting of Registered Office of the Company from theState of Maharashtra to the State of Rajasthan in its Annual General Meeting held on 30thSeptember 2020. The Company could not perceived the same and accordingly the same hasbeen proposed in the ensuing Annual General Meeting of the Company.

PANDEMIC COVID-19:

The COVID-19 pandemic and consequent lockdown imposed in March 2020 impacted a wholerange of economic activities adversely. The business operations were shut down andadversely impacted. While the situation looked quite upbeat in Jan-Feb 2021 due to theonset of the 'second wave' things have deteriorated quickly since then. An acceleratedincrease in the number of COVID-19 cases has necessitated imposition of restrictions whichmay once again inhibit economic activity and affect markets. The extent to which thesecond wave of COVID-19 pandemic will impact the Company's financial statements willdepend on ongoing as well as future developments which at this juncture are highlyuncertain.

While it is expected that economic activity will improve once restrictions are easedand vaccinations pick up speed the situation will have to be closely monitored till thepandemic is put to rest. The management does not at this juncture believe that theimpact of the

pandemic on the functioning of the Company on a medium to long term is likely to bematerial.

The Company continues to closely monitor changes in economic conditions markets and inthe Finance industry.

DIVIDEND:

Given the growth requirements of the business your Directors think it prudent toplough back the profits and therefore do not recommend any dividend on equity shares forthe financial year 2020-2021.

TRANSFER TO RESERVES:

The Company has transferred Rs.1.28 lakhs to Impairment Reserve.

SHARE CAPITAL OF THE COMPANY:

The Paid up Equity Share Capital as at 31st March 2021 was Rs. 93225500/- Sharecapital comprised of 9322550 Equity Shares with a face value Rs. 10/- each. There was noincrease in equity capital compared to the previous year.

CHANGES IN THE NATURE OF BUSINESS OF THE COMPANY:

The Company continues to operate in the same business of lending and receiving loans& advances there was no change in business activity. No material changes of theCompany occurred between end of the financial year and the date of this report.

PUBLIC DEPOSITS:

Being a non-deposit taking Company your Company has not accepted any deposits from thepublic / members under Section 73 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014 during the year and within the meaning of theprovisions of the Non-Banking Financial Companies Acceptance of Public Deposits (ReserveBank) Directions 2016.

SUBSIDIARIES HOLDING & ASSOCIATE COMPANIES:

'Marigold Investrade Private Limited' is the Holding Company and holds 63.08% of theCompany's Equity Share Capital as on 31st March 2021.

During the financial year under review no new Company became Subsidiary/Joint Venture/Associate of the Company.

SEGMENT REPORTING:

Based on the risks and returns associated with business operations and in terms ofAccounting Standard-17 (Segment Reporting) the Company is predominantly engaged in asingle reportable segment of 'Financial Services'.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013 theAnnual Return as on the financial year ended March 31 2021 is placed on the Company'swebsite at www.sftc.co.in.

LISTING OF SHARES:

The Shares of the Company are listed on BSE Limited and The Calcutta Stock ExchangeLimited.

DIRECTORS:

In accordance with the Articles of Association of the Company and in view of theprovisions of Section 152 of the Companies Act 2013 read with Companies (Management &Administration) Rules 2014 Mr. Vinod Kumar Sodani (DIN: 00403740) director ofthe Company retire at the ensuing Annual General Meeting and being eligible offer herselffor re-appointment.

Mr. Arjun Agal (DIN: 07575105) in terms of Section 161 of the Companies Act 2013be and is hereby appointed as an Independent Director of the Company for Second Term notliable to Retire by Rotation to hold office upto the conclusion of the 43rd AnnualGeneral Meeting of the Company.

Mr. Ratan Lal Samriya (DIN: 00151077) in terms of Section 161 of the Companies Act2013 be and is hereby appointed as an Independent Director of the Company for Second Termnot liable to Retire by Rotation to hold office upto the conclusion of the 43rd AnnualGeneral Meeting of the Company.

The Board has appointed Mr. Suratram Dakhera (DIN: 02274186) as an AdditionalDirector of the Company w.e.f. 14th August 2020. The Board had regularized appointment ofMr. Suratram Dakhera in the Company in accordance with Section 161 of the Companies Act2013.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of Independent Director prescribed both undersection 149 (6) of the Companies Act 2013 and as per SEBI (Listing obligation andDisclosure Requirement) Regulations 2015.

PARTICULARS OF LOANS GIVEN INVESTMENT MADE GUARANTEES GIVEN OR SECURITY PROVIDED:

The Company being a non-banking finance company registered with the Reserve Bank ofIndia and engaged in the business of giving loans is exempt from complying with theprovisions of section 186 of the Companies Act 2013 in respect of loans and guarantees.

The particulars of loans guarantees and investments made under provisions of Section186 of the Act read with the Companies (Meetings of Board and its Powers) Rules 2014 aregiven under notes to the Financial Statements which forms part of this Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators or Courts thatwould impact the going status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION:

There is no such material change and commitment affecting the financial position ofyour Company which have occurred between the end of the financial year of your Company towhich the financial statements relate and the date of the Report.

DIRECTOR'S RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief and according to the information andexplanations obtained Directors make the following statement in terms of Section 134 (3)(c) of the Companies Act 2013:

(a) that in the preparation of the Annual Accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures if any;

(b) that 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 the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

KEY MANAGERIAL PERSONNEL:

During the year under review the Company has the following persons as the KeyManagerial Personnel.

• Mrs. Anjana Soni Thakur : Whole Time Director (WTD)

• Mr. Govinda Soni : Company Secretary (CS) & Chief Financial Officer(Resigned w.e.f 12th April 2021)

FORMAL EVALUATION OF THE PERFORMACE OF THE BOARD COMMITTEES OF THE BOARD ANDINDIVIDUAL DIRECTORS:

Pursuant to the provisions of Section 134(3)(p) the Companies Act 2013 the Board hascarried out the annual performance evaluation of its own performance the Directorsindividually as well as the evaluation of the working of its Committees. A structuredquestionnaire was prepared after taking into consideration inputs received from theDirectors covering various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees Board culture execution and performance ofspecific duties obligations and governance.

Criteria adopted for evaluation:

The Board shall evaluate the roles functions duties of Independent Directors (ID's)of the Company. Each ID shall be evaluated by all other directors' not by the Directorbeing evaluated. The board shall also review the manner in which ID's follow guidelines ofprofessional conduct.

• Performance review of all the Non-Independent Directors of the Company on thebasis of the activities undertaken by them expectation of board and level ofparticipation;

• Performance review of the Chairman of the company in terms of level ofcompetence of chairman in steering the Company;

• The review and assessment of the flow of information by the company to the boardand manner in which the deliberations take place the manner of placing the agenda and thecontents therein;

• The review of the performance of the directors individually its own performanceas well as evaluation of working of its committees shall be carried out by the board;

• On the basis of performance evaluation it shall be determined by the Nominationand Remuneration Committee and the Board whether to extend or continue the term ofappointment of ID subject to all other applicable compliances.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The details of the number of meetings of the Board held during the Financial Year2020-2021 forms a part of the Corporate Governance Report.

COMMITTEES OF THE BOARD:

Currently there are following Committees which are as follows:

1. Audit Committee

2. Stakeholders Relationship committee

3. Nomination and Remuneration Committee

4. Investment Committee

5. Corporate Social Responsibility Committee

Details of all the committees along with their charters composition and meetings heldduring the year are provided in the Report on Corporate Governance forming part of thisAnnual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In compliance with the provisions of Section 177(9) of the Act read with Rule 7 of theCompanies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the SEBIListing Regulations the Company has formulated a vigil mechanism for Directors andEmployees. The Vigil Mechanism / Whistle Blower policy has been posted on the website ofthe Company (www.sftc.co.in).

PREVENTION OF SEXUAL HARASSMENT:

Your Company has in place an appropriate policy which is in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition & Redressal)Act 2013. An Internal Complaints Committee has been set up to redress complaints if anyreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy.

We further state that during the financial year under review there were no complaintsreceived/cases filed under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

RISK MANAGEMENT:

Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner; your Company periodically assessesrisks in the internal and external environment along with the cost of treating risks andincorporates risk treatment plans in its strategy business and operational plans.

The Company has a Risk Management Policy (a) to ensure that all the Current and futurematerial risk exposures of the company are indentified assessed quantifiedappropriately mitigated minimized and managed i.e. to ensure adequate systems for riskmanagement process (b) to establish a framework for the company's risk management processand to ensure its implementation (c) to enable compliance with appropriate regulationswherever applicable through the adoption of best practices (d) to assure business growthwith financial stability.

There are no risks which threaten the existence of the company.

RELATED PARTY TRANSACTIONS:

Your Company has entered into transactions with related parties as defined underSection 2(76) of the Companies Act 2013 read with Companies (Specification of DefinitionsDetails) Rules 2014 which were in the ordinary course of business and on arms' lengthbasis and in accordance with the provision of the Companies Act 2013 Rules issued thereunder. Thus the disclosure in AOC-2 is not required. Further there are no materiallysignificant related party transactions made by the Company with Promoters Key ManagerialPersonnel or other designated persons which may have potential conflict with interest ofthe company at large.

DEPOSITORY SERVICES:

The Company's Equity Shares have been admitted to the depository mechanism of theNational Securities Depository Limited (NSDL) and also the Central Depository Services(India) Limited (CDSL). As a result the investors have an option to hold the shares of theCompany in a dematerialized form in either of the two Depositories. The Company has beenallotted ISIN No. INE475D01010.

Shareholders therefore are requested to take full benefit of the same and lodge theirholdings with Depository Participants [DPs] with whom they have their Demat Accounts forgetting their holdings in electronic form.

INTERNAL FINANCIAL CONTROL:

Your Company has in place an adequate internal control system commensurate with thesize of its operations. The Internal control system comprising of policies and proceduresis designed to ensure sound management of your Company's operations safekeeping of itsassets optimal utilisation of resources reliability of its financial information andcompliance. Clearly defined roles and responsibilities have been institutionalised.Systems and procedures are periodically reviewed to keep pace with the growing size andcomplexity of your Company's operations.

During the financial year under review no material or serious observation has beenreceived from the Statutory Auditors and the Internal Auditors of the Company on suchcontrols.

CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicablelaws rules and regulations and highest standards of business ethics. In recognitionthereof the Board of Directors has implemented a Code of Conduct for adherence by theDirectors Senior Management Personnel and Employees of the Company. This will help indealing with ethical issues and also foster a culture of accountability and integrity. TheCode with revision made in accordance with the requirements of Listing Regulations hasbeen posted on the Company's website www.sftc.co.in.

All the Board Members and Senior Management Personnel have confirmed compliance withthe Code.

STATUTORY AUDITOR:

The members of the Company at its Annual General Meeting held on 28th September 2018appointed M/s. S. S. Rathi & Co. Chartered Accountants (Firm Registration No.108726W) as Statutory Auditors of the Company to hold the office of the StatutoryAuditors of the Company until the conclusion of 40th Annual General Meeting. The auditorsconfirmed that their appointment shall be in compliance with Section 139 and 141 of theCompanies Act 2013 subject to ratification at the ensuing AGM by the shareholders.

The Company had received certificate from the Statutory Auditors confirming theireligibility and willingness for their appointment pursuant to Section 139(1) of the Act.

In accordance with the Companies Amendment Act 2017 enforced on 7th May 2018 by theMinistry of Corporate Affairs the appointment of Statutory Auditors is not required to beratified at every Annual General Meeting and M/s. S. S. Rathi & Co. CharteredAccountants will continue to act as auditor of the Company till financial Year2022-2023.

The Report given by the Auditors on the Financial Statement of the company is part ofthis report.

INTERNAL AUDIT:

Pursuant to the provision of Section 138 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 the Board on recommendation of the Audit committeere-appointed M/s. Kavita Birla & Co. (M. No. 405577) Practicing CharteredAccountant Mumbai as an Internal Auditor of the Company. The Internal Auditor submits hisreports to the Audit Committee.

Based on the report of Internal Audit Management undertakes corrective action in theirrespective areas and thereby strengthens the controls. Significant audit observations andCorrective actions thereon are presented to the Audit Committee of the Board.

SECRETARIAL AUDIT REPORT:

Your Company appointed M/s. Reena S. Modi & Associates Practicing CompanySecretary holding membership of The Institute of Company Secretaries of India (MembershipNo. A- 25346 Certificate of Practice No. 12621) as the Secretarial Auditor of yourCompany to conduct the Secretarial Audit pursuant to Section 204 of the Companies Act2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

The Secretarial Audit report is will be annexed as Annexure 'B' and forms anintegral part to this Report.

In addition to the above and pursuant to SEBI circular dated 8th February 2019 areport on secretarial compliance by M/s. Reena S. Modi & Associates (MembershipNo. 25346) a firm of Company Secretaries in Practice for the FY 2020-2021 has beensubmitted with Stock exchanges.

EXPLANATIONS OR COMMENTS BY BOARD ON EVERY QUALIFICATION RESERVATION OR ADVERSE REMARKOR DISCLAIMER:

The Statutory Auditors Report and Secretarial Auditors Report is self explanatory.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined by the Audit Committee. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board & to theChairman & Whole Time Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies of the Company.

Based on the report of internal audit function the Company undertakes correctiveaction in their respective areas and thereby strengthens the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented tothe Audit Committee of the Board.

The Company has in place adequate policies and procedures for ensuring the orderlybusiness including adherence to the company's policies the safeguarding of its assetsthe prevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation.

CORPORATE GOVERNANCE:

The Company is committed in maintaining the highest standards of Corporate Governanceand adhering to the Corporate Governance requirements set out by the Securities andExchange Board of India (SEBI).

All Board Members and Senior Management have affirmed compliance with the Code ofConduct for the financial year under review. A declaration to this effect signed by theChief Executive Officer of the Company forms part of the Corporate Governance Report.

The Chief Executive Officer and Chief Financial Officer have certified to the Boardwith regard to the Financial Statements and other matters as required under Regulation17(8) of the SEBI Listing Regulations which forms part of the Corporate Governance Report.

The Corporate Governance Report which form an integral part of this Report are setout as a separate Annexures together with the Certificate from the Auditors of theCompany regarding compliance with the requirements of Corporate Governance as stipulatedin SEBI (LODR) Regulation 2015.

MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

Pursuant to Regulation 34 of SEBI Listing Regulations the Management Discussion andAnalysis Report for the financial year under review is presented as a separate sectionforming part of this Annual Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING:

Considering the Company's activities as a non-banking finance company (NBFC)particulars with respect to the conservation of energy and technology absorption asrequired to be disclosed pursuant to provision of Section 134(3)(m) of the Act read withRule 8(3) of the Companies (Accounts) Rules 2014 are not relevant to the Company.

PARTICULARS OF EMPLOYEES:

The prescribed particulars of remuneration of employees pursuant to Section 197 readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are set out as Annexure "C" to the Directors' Report and forms partof this Annual Report.

None of the employees have drawn remuneration more than Rs. 10 lakhs p.m. if employedfor the part of the year and Rs. 120 lakhs p.a. if employed throughout the year.

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to Section 135 of the Companies Act 2013 and the relevant rules the Boardhas constituted the Corporate Social Responsibility (CSR) Committee under the Chairmanshipof Mrs. Anjana Soni Thakur. The other members of the Committee are Mr. Ratan Lal Samriyaand Mr. Arjun Agal.

A detailed CSR Policy has been framed which is placed on the Company's Website. As apart of its initiative under the CSR drive the company has undertaken CSR activities bygiving contribution to various permitted entities.

These CSR Projects are in accordance with Schedule VII of the Companies Act 2013 andthe Company's CSR Policy. Details of the CSR activities as required under Section 135 ofthe Companies Act 2013 and rules framed thereunder are given in the CSR Report framedthereunder are given in the CSR Report as Annexure 'D' forming part of this Report.

ACKNOWLEDGMENT:

The Directors place on record their appreciation to all those people who have sowillingly placed their trust in the company & management and to all customers acrossall area shareholders Financial Institutions Banks Government and Local Authoritiesunder our operation who have given the company an opportunity to serve them.

It is worth mentioning that working with many NBFCs has been a very encouragingexperience especially in being catalyst to their sustainability and growth. The companylooks forward to further strengthening the synergies.

The entire Team of the Company deserves the appreciation for their sincere efforts anddetermination to excel. The core teams of the plays a pivotal role in articulating andimplementing the strategic decisions and thus contributing to the development of thecompany. I take this opportunity to express my heartfelt appreciation for their continuoussupport hard work and dedication.

By order of the Board of Directors
For Suchitra Finance & Trading Co. Ltd.
Sd/-
Vinod Kumar Sodani
Chairman
(DIN: 00403740)
Date: 30th June 2021
Place: Mumbai

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