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Upsurge Investment & Finance Ltd.

BSE: 531390 Sector: Financials
NSE: N.A. ISIN Code: INE890B01014
BSE 00:00 | 28 Jan 60.00 -2.15






NSE 05:30 | 01 Jan Upsurge Investment & Finance Ltd
OPEN 65.25
52-Week high 91.70
52-Week low 15.70
P/E 9.82
Mkt Cap.(Rs cr) 91
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 65.25
CLOSE 62.15
52-Week high 91.70
52-Week low 15.70
P/E 9.82
Mkt Cap.(Rs cr) 91
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Upsurge Investment & Finance Ltd. (UPSURGEINVEST) - Director Report

Company director report


The Members

Your directors have pleasure in presenting their Twenty Seventh (27th)Annual Report on the business and operations of the company along with the AuditedFinancial accounts for the Financial Year ended 31st March 2021.


(in Rs lacs)

Particulars Year Ended 31st March 21 Year Ended 31st March 20
Total Revenue 2829.18 2253.61
Less: Operating Expenses & Provisions 1873.74 2650.07
Profit/(Loss) before Interest Depreciation & Taxes (PBIDT) 955.40 (396.45)
Less: Interest & Financial Charges 12.93 7.16
Less: Depreciation 0.60 2.13
Profit/(Loss) before Tax 954.83 (405.76)
Less: Provision for Taxation
Current Tax 46.98 -
Previous Year Tax - 0.01
Profit/(Loss) after Tax 907.84 (405.77)
Profit/(Loss) After Tax (PAT) including Other Comprehensive Income 907.84 (405.77)
Statutory Reserve 181.56 -
Earnings per Share (EPS) (Rs.) 5.99 (0.02)


During the financial year under review total income of the Company is Rs. 2829.18 lacsas compared to last year's total income of Rs 2253.61 lacs. Company has earned net profitof Rs. 907.84 lacs as compare to loss of Rs 405.77 lacs of the previous year.


Upsurge Investment and Finance Ltd. is a fast-growing NBFC engaged in providingfinancial advisory capital growing and holistic managerial services to small and mid-sizeenterprises. We have been listed on the BSE since 1996 and have more than two decades ofsuccessful financial operations to our name. Our team consists of a host of industryexperts and registered chartered accountants with over 120 years of combined experience infinancial conceptualization management and advisory.

We offer a wide range of financial managerial and advisory services specializing ingrowth and funding advisory for SMEs. Our services include structured financing and debtsyndication corporate and commercial loan services against equity and commodities andcorporate financial and capital-raising advisory from seed funding to IPOs. We prideourselves over the ability to identify undervalued businesses and enable them with thefinancial resources to accelerate and realise their true growth potential.

In addition to our regular funding options we work with the organization to advisethem through their capitalraising processes. We assist their business from its initialseed stages right up till the capital-raising pre-IPO.


NBFCs play an important role in providing credit by complementing the efforts ofcommercial banks providing last mile financial intermediation and catering to nichesectors.

Over the years NBFC sector has undergone considerable evolution. Higher risk appetiteof NBFCs has contributed to their size complexity and interconnectedness making some ofthese entities systemically significant posing potential threat to financial stability.


The year 2020 threw at the world a bedlam of novel COVID-19 virus threatening all thatwas taken for granted - mobility safety and a normal life itself. This in turn posedthe most formidable economic challenge to India and to the world in a century. Bereft of acure or a vaccine public health policy became central to tackling this all-pervasivecrisis. The imperative of flattening the disease curve was entwined with the livelihoodcost of an imminent recession which emanated from the restrictions in economic activitiesfrom the lockdown required to contain the pandemic. This inherent trade-off led to thepolicy dilemma of "lives versus livelihoods". Governments and central banksacross the world deployed a range of policy tools to support their economies such aslowering key policy rates quantitative easing measures loan guarantees cash transfersand fiscal stimulus measures.

India recognized the disruptive impact of the pandemic and charted its own unique pathamidst dismal projections by several international institutions of the spread in thecountry given its huge population high population density and an overburdened healthinfrastructure.

The Indian economy after subdued growth in 2019 had begun to regain momentum January2020 onwards only to be stalled by the once-in-a-century black swan COVID-19 outbreak.The economy witnessed a sharp contraction of 23.9 per cent in Q1: FY 2020-21 and 7.5 percent in Q2: FY 2020-21 due to the stringent lockdown imposed during March-April 2020.Since then several high frequency indicators have demonstrated a V-shaped recovery. Thefundamentals of the economy remain strong as gradual scaling back of lockdowns along withthe astute support of Atmanirbhar Bharat Mission have placed the economy firmly on thepath of revival.


As the global economy recovers from the ravages of the COVID-19 pandemic economicactivity has been gaining momentum but unevenly. Rising crude oil prices emerginginflationary pressures and global policy uncertainty are the key risks. Domestically highfrequency indicators of activity are ticking up as the second wave abates. While banks andother financial institutions have resilient capital and liquidity buffers and balancesheet stress remains moderate in spite of the pandemic close monitoring of MSME andretail credit portfolios is warranted alongside the need for banks to reinforce buffersimprove governance and remain vigilant in the context of global spillovers.

1. Credit Risk- The most common risk faced by any lending institution is the borrower'sinability to repay the loan. The delinquencies may result in monetary losses higher NPAsand deterioration of asset quality and ultimately capital adequacy.

We have stipulated prudent lending policies for each business vertical considering therisk involved with different products and customer profiles.

2. Operational risk- It is the risk of possible losses arising due to lack of properflow and inadequate controls over our internal processes people systems and operations.Operational lapses could lead to adverse impact on the sustainability of the business inthe long-term and loss of profitability.

3. Liquidity Risk Liquidity risks emanate from the gaps in financing activity. A skewedasset-liability profile can potentially initiate a liquidity shortfall and result insignificantly higher costs of funds.

4. Portfolio Concentration Risk- This category of risk is associated with theconcentration of credit in a particular segment of borrowers products or geography.Skewed exposure in one particular sector and geographical concentration may result inlosses if the sector or geography does not do well. It affects the quality of theasset-book and assessment by financing institutions.

5. Interest Rate Risk- Volatility in interest rates can have a negative impact on ourborrowing costs decline in interest income and net interest margins. This can cause amismatch on our asset-liability position and could lead to lower profitability and lowerreturns.

Most of our portfolio is built on floating interest rates. Interest rates are primarilymarket driven and our interest risk strategy is well adept at managing the changing marketdynamics.


With the numerous initiatives from the government and ambitious plans greateropportunities exist in niche sectors within the real estate space. These includeeducation healthcare senior citizen housing smaller office spaces serviced apartmentsand hotels. Apart from these niche sectors the long-term prospects for the real estatesector remains positive barring the current pandemic-related disruptions which areexpected to wither as vaccination drive progresses across the country.

The lower rate regime continued with the Union Budget's announcement to allow debt fromforeign portfolio investors. Income diversification and stability are expected to gainimportance as the pandemic-induced new normal leads to somewhat lower the values ofoffice properties and specialised assets like warehouses and data centres tend to gainprominence. Also retail and hospitality will improve as economic recovery progresses.Asset pricing is expected to improve as economy recovers during 2021. Income certaintywill tend to score high as opportunistic investments witness price corrections duringthese challenging times.


NBFC sector is at an inflexion point given the potential transformational operationaland stakeholder changes influenced by the growth drivers. The NBFCs are being recognisedas vital facets for the growth of Indian economy. NBFCs are here for the long-term andplay an important role in the economic growth and financial inclusion. India has a hugeproportion of un-banked and under banked consumers and businesses. Hence there is agreater potential to tap these segments.

• Increasing demand from the Micro Small and Medium Enterprise (MSME) segment andserving it with new and dynamic operating models.

• Accessing new customers and cheaper funding sources by developing a viableco-lending business Model.

• Diversifying assets by targeting new profitable segments and developing thecapabilities required to serve those segments

• Rising digitalisation boosts business for digital-first and technology-focusedNBFCs

• Using advanced analytics artificial intelligence and machine learning to buildpropensity models for lead

• generation making real-time offers available to sales representatives by usingcustomer data from multiple internal and external sources

• Synergistic alliances with fintech companies to tap niche markets withcustomised product offerings

India is expected to witness a sharp uptick in capital expenditures in 2021-22 from thecentral government and select large states which will certainly lead to improvement incapacity utilization of several industries and thereby triggering need for capacityexpansion. Additionally a number of reform measures undertaken by the governmentincluding PLI schemes to stimulate investment activities in the country are likely toresult in a higher capital requirement for corporates.


The company proposes to transfer Rs. 181.56 lacs to the statutory reserves out of theamount available for appropriation.


The Company had not issued any equity shares either with or without differential rightsduring the F.Y. 2020 - 2021 and hence the disclosure requirements under Section 43 andRule 4 (4) of the Companies (Share Capital and Debentures) Rules 2014 are notapplicable.


The Company has neither accepted nor renewed any deposits from public or members duringthe year under review under Section 73 of the Companies Act 2013 read with Chapter V ofthe Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014. There areno unclaimed deposits unclaimed / unpaid interest refunds due to the deposit holders orto be deposited to the Investor Education and Protection Fund as on 31st March2021.


In accordance with the provisions of section 152 of the Companies Act 2013 andarticles of association of the Company Mr. Dayakrishna Goyal (DIN:00398539) (ManagingDirector) of the company retires by rotation in the ensuring Annual General Meeting andbeing eligible has offered himself for re-appointment.

Tenure of Mr. Kiran Vaidya and Mr. Sukdeo Agrawal at the position of Non- ExecutiveIndependent Directors of the Company has been completed as on 29th January2021.

As per Section 149(11) of Companies Act 2013 no Independent director shall hold officefor more than two consecutive terms but such independent director shall be eligible forappointment after the expiration of three years of ceasing to become an Independentdirector.

Mr. Kiran Vaidya and Mr. Sukdeo Agrawal have successfully completed their both terms ofIndependent Directorship of the company consequently their tenure as an IndependentNon-Executive Directors of the Company ceased be a director w.e.f 30th January2021.

Your Board places on record its deep appreciation for the valuable contribution made bythem during their tenure as Director of the Company.

None of the Directors of your Company is disqualified under provisions of Section164(2)(a) and (b) of the Companies Act 2013.


There has been following changes in Key Managerial Personnel of the Company during theyear 2020-21:

• Mr. Manish Kabra Chief Financial Officer of the Company has resigned w.e.f 1stSeptember 2020.

• Mrs. Ela Gupta Company Secretary and Compliance Officer of the Company hasresigned w.e.f 31st January 2021.

• Mr. Mayank Goyal has been appointed as a Chief Financial Officer of the Companyw.e.f 1st February 2021

• Mrs. Diksha Joshi has been appointed as the Company Secretary and ComplianceOfficer of the company w.e.f 12th July 2021

i. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

ii. the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit of the company for that period;

iii. proper and sufficient care has been taken 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;

iv. proper annual accounts have been prepared on a going concern basis;

v. internal financial controls to be followed by the company and that such internalfinancial controls are adequate and were operating effectively; and

vi. proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.


The Independent Directors have submitted the declaration of independence as requiredunder Section 149(7) of the Companies Act 2013 stating that they meet the criteria ofindependence as provided in Section 149(6) of the Companies Act 2013 and Regulation 16(b)of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (‘theListing Regulations') as amended from time to time. The Board is of the opinion that theIndependent Directors of the Company hold highest standards of integrity and possessrequisite expertise and experience required to fulfil their duties as IndependentDirectors. In terms of Section 150 of the Companies Act 2013 read with Rule 6 of theCompanies (Appointment and Qualification of Directors) Rules 2014 Independent Directorsof the Company have confirmed that they have registered themselves with the databankmaintained by The Indian Institute of Corporate Affairs Manesar ("IICA"). TheIndependent Directors are also required to undertake online proficiency self-assessmenttest conducted by the IICA within a period of 2 (two) years from the date of inclusion oftheir names in the data bank unless they meet the criteria specified for exemption. Allthe Independent Directors of the Company are exempt from the requirement to undertakeonline proficiency selfassessment test.


Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations theBoard of Directors has carried out evaluation of the Board its Committees and IndividualDirectors. The evaluation process has been explained in the Report on CorporateGovernance which forms part of this Board's Report.

Also the Independent Directors at their meeting reviewed the performance of theBoard its Chairman and NonExecutive Directors of the Company.


A notice of the Board Meeting is circulated well in advance with Agenda includingdetailed explanation to be discussed to enable the Board to take an informed decision.

The intervening gap between the meetings was within the period prescribed under theCompanies Act 2013 and the Listing Agreement/Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015. Further 04 (Four)Board Meetings were held during the year ended 31st March 2021 the datesare 27th May 2020 25th August 2020 04th November2020 30th January 2021. Detailed information on the Board Meetings withregard to attendance of each of the Directors thereat have been included in the CorporateGovernance Report which forms part of this Board Report.

Additionally during the financial year ended 31stMarch 2021 a separatemeeting of the Independent Directors was held on 30th January 2021 incompliance with the requirements of Schedule IV of the Companies Act 2013 and Regulation25(3) and 25(4) of the Listing Regulations

Post the Independent Directors Meeting the collective feedback of each of theIndependent Director was scaled and measured on defined ratings thereby covering theperformance of Board as a whole performance of the nonindependent directors andperformance of the Chairman.


The Board of Directors of your company has constituted various committees in compliancewith the provisions of the Companies Act 2013 and Listing Regulations.

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholder Relationship Committee

All decisions pertaining to the constitution of Committees appointment of members andfixing of terms of reference/ role of the committees are taken by the Board of Directors.A detailed note on the Board and its Committees is provided under the Corporate GovernanceSection in this Annual Report.


The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The appointment and Remuneration Policies stated in the Corporate GovernanceReport of the Company that forms part of the Annual Report.


Information as required under the provisions of Section 197(12) of the Companies Act2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 (including any statutory modification(s)/amendment(s)/re-enactment thereoffor the time being in force) is set out in Annexure-I hereto which forms part of thisBoard's Report.


The Company does not have any subsidiary or associate company and has not entered intojoint venture with any other company during the financial year ended 31stMarch2021. Accordingly a statement under the provisions of Section 129(3) of the CompaniesAct 2013 containing salient features of the financial statements of the Company'ssubsidiary(ies) in Form AOC-1 is not enclosed.


As stipulated under the provision of Regulation 34 (3) read with Schedule V (c) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a separate reporton Corporate Governance forms integral part of this Board Report. The requisite compliancecertificate as required under Part E of Schedule V of the Listing Regulation is issued byJain &Trivedi Chartered Accountants pertaining to the compliance of the conditions ofCorporate Governance is Annexed thereto.


Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act 2013 read withRule 12(1) of the Companies (Management and Administration) Rules 2014 as amended fromtime to time the Annual Return of the Company for Financial Year 2020-21 is available onthe Company's website at


Pursuant to Section 139 of the Companies Act 2013 and the Rules made thereunder it ismandatory to rotate the statutory auditors on completion of the maximum term permittedunder the provisions of Companies Act 2013.

(FRN:113496W) was appointed as the statutory auditors of the Company to hold officefor a period of five consecutive years from the conclusion of the 23rd AGM held on 29thSeptember2017 till the conclusion of the 28th AGM to be held in 2022.

The requirement for the annual ratification of auditors' appointment at the AGM hasbeen omitted pursuant to Companies (Amendment) Act 2017 notified on May 7 2018.

During the year the statutory auditors have confirmed that they satisfy theindependence criteria required under the Companies Act 2013 the Code of Ethics issued bythe Institute of Chartered Accountants of India.

AUDITORS' REPORT Independent Auditor's Report

There are no qualifications reservation or adverse remark or disclaimer in theIndependent Auditor's Report provided by M/s. Jain &Trivedi Chartered Accountantsfor the F.Y. 2020-2021. The notes to accounts forming part of financial statements areself-explanatory and need no further clarification.


Pursuant to the provision of section 204 of the Companies Act 2013 and Rules framedthere under Board of Directors have appointed M/s. Kamlesh Jain & AssociatesPracticing Company Secretaries to conduct Secretarial Audit. The Secretarial Audit Reportfor the Financial Year ended 31st March 2021 forms the integral part of theBoard Report as Annexure-II.

The Report on Secretarial Audit for the financial year 2020-2021 in Form MR-3 asAnnexure II forms integral part of this Board's Report. During the period under reviewthe Company has complied with the provisions of the Act Rules Regulations GuidelinesStandards etc mentioned above except Non-Compliance with requirement to appoint aqualified company secretary as compliance officer for 59 days.

However the Company had filled the vacancy created by resignation of Ms. Ela Gupta asa qualified company secretary with effect from January 31 2021 by appointing Ms. DikshaJoshi as a qualified company secretary and compliance officer with effect from 12thJuly 2021 and complied with the requirements of the said regulation.

Board Explanation: The Board have taken adequate required steps to comply to fillup the vacancy of Company Secretary. Please note that with our continuous alternativeefforts we could finally get a qualified Company Secretary to fill up compliance officerpost and the same was appointed w.e.f 12th July 2021.

Details in respect of frauds reported by auditors under sub-section (12) of section 143other than those which are reportable to the central government

There are no such frauds committed by the Company which are reported by auditors.


Pursuant to Section 186 (11) of the Companies Act 2013 read with Rule 11(2) of theCompanies (Meetings of Board and its Powers) Rules 2014 the loan made guarantee givenor security provided in the ordinary course of business by a Non- Banking FinancialCompany (NBFC) registered with Reserve Bank of India are exempt from the applicability ofprovisions of Section 186 of the Act.


All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict ofinterest with the company at large. Accordingly disclosures of related party transactionsin Form AOC-2 have not been furnished. All Related Party Transactions were placed beforeAudit Committee and Board for their approval. Your Company has formulated policy ofRelated Party Transaction which is also available on the website of the Companywww.upsurgeinvestment. com


No material changes and commitments which could affect the Company's financial positionhave occurred till date of this report.


The Company does not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).


• Conservation of Energy & Technology Absorption

The particulars in respect of conservation of energy technology absorption and foreignexchange earnings and outgo as required under sub-section (3)(m) of Section 134 of theCompanies Act 2013 read with Rule (8)(3) of the Companies (Accounts) Rules 2014 aregiven as under:

A. Conservation of Energy:

i. the steps taken or impact on conservation of energy:- The operations of your Companyare not energy intensive. However adequate measures have been initiated to reduce energyconsumption.

ii. the steps taken by the company for utilizing alternate sources of energy:- TheCompany has used alternate source of energy whenever and to the extent possible

iii. the capital investment on energy conservation equipments:- Nil

B. Technology Absorption:

i. The efforts made towards technology absorption: Not Applicable.

ii. The benefits derived like product improvement cost reduction product developmentor import substitution: Not Applicable.

iii. In case of imported technology (imported during the last three years reckoned fromthe beginning of the Financial Year): - The Company has neither purchased within India norimported any technology.

iv. The expenditure incurred on Research and Development:- The Company has not incurredany expenditure on Research and Development during the year under review.

• Foreign Exchange Earnings and Outgo

During the year under review there were no Foreign Exchange earnings and outgo.


The Board of Directors of the Company has approved Risk Management policy andguidelines wherein all material risks faced by the company are identified and assessed.Moreover in the said Risk Management Policy the Board has defined a structured approach tomanage uncertainty cultivating the same in their decision making pertaining to allbusiness divisions and corporate functions. For each of the risks identifiedcorresponding controls are assessed and policies and procedures are put in place formonitoring mitigating and reporting on periodic basis.


The Managing Director & CFO of your Company have issued necessary certificatepursuant to the provisions of Regulation 17(8) of the Listing Regulations and the sameforms part of this Annual Report.


The provisions of Corporate Social Responsibility are not applicable to the company ascompany does not fall into ambit of the provisions of section 135 of Companies Act 2013and Companies (Corporate Social Responsibility Policy) Rules 2014.


In respect of internal financial control the Board has adopted the policies andprocedures for ensuring the orderly and efficient conduct of its business includingadherence to the Company's policies the safeguarding of its assets the timely preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information. Further themanagement regularly reviews the control for any possible changes and takes appropriateactions.


The details in respect of internal control systems and their adequacy are included inthe Management Discussion and Analysis Report which forms part of this report.


During the year under review there is no change in the nature of business of theCompany.


In pursuant to the provisions of section 177(9) and (10) of the Companies Act 2013 aWhistle Blower Policy / Vigil Mechanism for directors and employees to report genuineconcerns has been established by the Company in order to maintain highest standards ofethical moral and legal conduct adopted Vigil Mechanism/Whistle Blower policy to providean avenue to its employees to raise concerns of any violations of legal or regulatoryrequirements incorrect or misrepresentations of any financial statements and reportsetc. The Audit committee of the company oversees the said mechanism from time to time.None of the Company personnel has been denied access to the Audit Committee. The WhistleBlower Policy of the Company is also available on the website of the Companywww.upsurgeinevstment. com


The company has in place an Anti-Harassment policy in line with the requirements of thesexual harassment of women at the workplace (Prevention Prohibition &Redressal) Act2013. Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy. During the year under review company has not received anySexual Harassment Complaints. Company has zero tolerance policy in case of sexualharassment at workplace and is committed to provide a healthy environment to each andevery employee of the company.


The company continues to comply with all the requirements prescribed by the ReserveBank of India from time to time as applicable.


No orders have been passed by any Regulator or Court or Tribunal which can have animpact on the going concern status and the Company's operations in future.


Pursuant to Clause 9 of the Revised Secretarial Standard-l(SS-l) and Standard-2 (SS-2)your company has complied with applicable Secretarial Standard issued by the Institute ofCompany Secretaries of India during the financial year under review.


The Directors takes this opportunity to thank all their colleagues at UpsurgeInvestment & Finance Ltd. for their professionalism and dedication to the task athand. The board also wishes to place on record their appreciation for valuable supportgiven by the Bankers Clients and Shareholders.

For and on behalf of the Board of Directors

Dayakrishna Goyal Hansraj Goyal
Managing Director Independent Director
Mumbai August 31 2021 DIN: 00398539 DIN: 00398273