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Yamini Investment Company Ltd.

BSE: 511012 Sector: Financials
NSE: N.A. ISIN Code: INE457N01025
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OPEN 0.63
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VOLUME 444541
52-Week high 2.21
52-Week low 0.61
P/E
Mkt Cap.(Rs cr) 33
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Yamini Investment Company Ltd. (YAMINIINVEST) - Director Report

Company director report

To

The Shareholders

Yamini Investments Company Limited

The Directors have pleasure in presenting their 39th Director Report& Annual Report of the Company together with the Audited Statement of Accounts for theyear ended 31st March 2022.

FINANCIAL RESULTS

The summary of the financial performance of the Company for the yearended 31st March 2022 as compared to the previous year is as below:

Particulars Year ended 31.03.2022 (Amount in Rs.) Year ended 31.03.2021 (Amount in Rs.)
Total Income 51382388.00 43595971.00
Total Expenditure 48549174.00 40971771.00
Profit/(Loss) before Tax 2833214.00 2624200.00
Profit/(Loss) After Tax 2096574.00 1941910.00
Paid up Share Capital 525726400.00 525726400.00
Reserve And Surplus 147044942.00 144948368.00

FINANCIAL PERFORMANCE & HIGHLIGHTS

The Company has earned profit after tax of Rs. 2096574/- (Rs. TwentyLakhs Ninety Six Thousand Five Hundred Seventy Four Only) during the current financialyear as against Rs. 1941910/- (Rs. Nineteen Lakhs Forty One Thousand Nine Hundred TenOnly) earned during the previous financial year. Profit before tax is 2833214/- (Rs.Twenty Eight Lakhs Thirty Three Thousand Two Hundred and Fourteen only) as compared to2624200/-(Twenty Six Lakhs Twenty Four Thousand Two Hundred only) in previous year.

RESERVES & SURPLUS

There is no amount transferred in general reserve or special reservefrom the Current year profit.

DIVIDEND

To maintain the liquidity of funds the Board of Directors has decidednot to declare any dividend for this financial year 2021-22. The Board assures you topresent a much strong financial statements in coming years.

DEPOSITS

As on 31.03.2021 the company has not accepted any deposits within themeaning of Section 73 (1) and 74 of the Companies Act 2013 read together with thecompanies (Acceptance of Deposits) Rules 2014.

CHANGE IN NATURE OF BUSINESS

There is no change in nature of business of the Company during theyear.

CHANGES IN SHARE CAPITAL

The paid-up equity share capital as on 31st March 2022 wasRs. 525726400/- (Fifty Two Crore Fifty seven Lakhs Twenty Six Thousand four hundred).There is no change in the capital structure of the company during the year as no newshares were issued and there is no capital reduction or restructuring done by the Companyduring the period under consideration.

CORPORATE GOVERNANCE

As per the directions of SEBI and the Bombay Stock Exchange Ltd.accordingly the company has been adhering to the directions and guidelines as required.The report on the code of corporate governance is annexedseparately in this Annual report.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION &ANALYSIS:

The Company is committed to maintain the highest standards of CorporateGovernance and adhere to the Corporate Governance requirements set out by SEBI.

In compliance with Regulation 34 and Schedule V of SEBI (LODR)Regulations 2015 report on the Corporate Governance along with a certificate from theStatutory Auditors of the Company on compliance with the provisions is annexed and formspart of the Annual Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

The details of Energy Technology Absorption Foreign ExchangeEarnings and Outgo are as under:

a) Conservation of Energy:

Since the company is not engaged in any industrial manufacturingactivity issues relating to conservation of energy are not quite relevant to itsfunctioning and has no particulars to report regarding conservation of energy andtechnology absorption.

b) Technology Absorption:

Since the company is not engaged in any manufacturing activity issuesrelating to Technology Absorption are not quite relevant to its functioning.

c) Foreign Exchange Earnings/Outgo:

Earnings NIL
Outgo NIL

PARTICULARS OF LOAN GUARANTEE AND INVESTMENTS UNDER SECTION 186

During the period under review the loans advance and guarantees wereprovided by the Company under the provisions of Section 186 of Companies Act 2013 isgiven in the balance sheet and schedule of Loans and Advances.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Save as mentioned elsewhere in this Report no material changes andcommitments affecting the financial position of the Company has occurred between the endsof the financial year of the Company 31st March 2021 till the date of thisreport.

RISK MANAGEMENT POLICY

The Board of Directors of the Company are of the view that currently nosignificant risk factors are present which may threaten the existence of the company.

During the year your directors have an adequate risk management policyin place capable of addressing those risks. The company manages monitors and reports onthe principal risks and uncertainties that can impact its ability to achieve its strategicobjectives. The Audit Committee and Board of Directors review these proceduresperiodically. The company's management systems organizational structures processesstandards code of conduct and behavior together form a complete and effective RiskManagement System (RMS).

DIRECTORS

The Board of the Company during the Financial Year was as follows:

Sr. No. Name Of Directors Designation Date of Appointment
1. Mrs. Vandana Agarwal* Whole Time Director 24.01.2013
2. Mr. Manish Dalmia Managing Director 28.08.2021
3. Mr. Satanand Pandey Independent Director 14.11.2018
4. Mr. Girish Verma Independent Director 10.08.2019
5. Ms. Priti Rao Independent Director 02.09.2020

The Companies Act 2013 provides for the appointment of independentdirectors. Sub-section (10) of Section 149 of the Companies Act 2013 provides thatindependent directors shall hold office for a term of up to five consecutive years on theboard of a company; and shall be eligible for re-appointment on passing a specialresolution by the shareholders of the Company.

Further according to Sub-section (11) of Section 149 no independentdirector shall be eligible for appointment for more than two consecutive terms of fiveyears. Sub-section (13) states that the provisions of retirement by rotation as defined inSub-sections (6) and (7) of Section 152 of the Act shall not apply to such independentdirectors.

BOARD EVALUATION

Regulation 17 of SEBI (LODR) Regulations 2015 of mandates that theBoard shall monitor and review the Board evaluation framework. The Companies Act 2013states that a formal annual evaluation needs to be made by the Board of its ownperformance and that of its committees and individual directors. Schedule IV of theCompanies Act 2013 states that the performance evaluation of independent directors shallbe done by the entire Board of Directors excluding the director being evaluated

Pursuant to the provisions of section 134(3)(p) of the Companies Act2013 the evaluation of all the directors and the Board as a whole was conducted based onthe criteria and framework adopted by the Board. The evaluation process has been explainedin the corporate governance report section in this Annual Report. The Board approved theevaluation results as collated by the nomination and remuneration committee.

MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OFITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the performanceevaluation of the Independent Directors was completed.

The evaluation framework for assessing the performance of directors ofyour company comprises of contribution at meetings strategies perspective or inputsregarding the growth and performance of your company among others.

The performance evaluation of the Chairman and the Non-IndependentDirectors was carried out by the Independent Directors. The Board of Directors expressedtheir satisfaction with the evaluation process.

Details of program for familiarization of Independent directors of thecompany are accessible on yours company website athttps://www.yaminiinvestments.com/policies.html.

NUMBER OF MEETINGS OF THE BOARD

The Board met 6 times during the financial year the details of whichare given in the corporate governance report that forms part of this Annual Report. Theintervening gap between any two meetings was within the period prescribed by the CompaniesAct 2013.

The dates of Board Meetings are as follows:

05/06/2021 29/06/2021 03/08/2021 28/202112/11/2021 21/01/2022.

MEETING OF INDEPENDENT DIRECTORS:

Pursuant of the provision of Section 149 (8) of the Companies Act 2013read with Schedule IV and Regulation 25 of SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 the Independent Directors of the Company held theirmeeting and reviewed the performance of non- independent directors and the Board as awhole including the Chairperson of the Company views expressed by the executive directorsandnon- executive directors at various level and quantified the quality quantity andtimeliness of flow of information between the Company management and the Board andexpressed satisfaction.

CHANGE IN DIRECTORS AND KMP DURING THE YEAR:

Sr. No. Name Of Directors Nature of change Date of change
1. Mr. Alkesh Patidar Resignation from the post of Company Secretary Of the Company 02.01.2022

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The policies of the Company on Directors' appointment and remunerationincluding criteria for determining qualifications positive attributes independence of aDirector and other matters provided under sub-section (3) of Section 178 of the Act isavailable on the website on this link:https://www.yaminiinvestments.com/policies.html

The policy of the Company on directors' appointment and remunerationincluding criteria for determining qualifications positive attributes independence of adirector and other matters provided under Subsection (3) of Section 178 of the CompaniesAct 2013 adopted by the Board are stated in this Board report. We affirm that theremuneration paid to the directors is as per the terms laid out in the nomination andremuneration policy of the Company.

TRAINING OF INDEPENDENT DIRECTORS

Every new independent director of the Board attended an orientationprogram. To familiarize the new inductees with the strategy operations and functions ofour Company the executive directors / senior managerial personnel make presentations tothe inductees about the Company's strategy operations product and service offeringsmarkets software delivery organization structure finance human resources technologyquality facilities and risk management.

The Company has organized the following workshops for the benefit ofDirectors and Independent Directors:

(a) a program on how to review verify and study the financial reports;

(b) a program on Corporate Governance;

(c) provisions under the Companies Act 2013; and

(d) SEBI Insider Trading Regulation 2015.

Further at the time of appointment of an independent director theCompany issues a formal letter of appointment outlining his/her role functions dutiesand responsibilities as a director.

SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES

During the year none of Companies became and ceased as Subsidiariesjoint ventures or associate companies of the Company.

COMMITTEES OF THE BOARD

Currently the Board has four committees: 1. Audit Committee 2.Nomination and Remuneration Committee

3. Stake Holders Relationship Committee 4. Risk Management Committee.

A detailed note on the Board and its committees is provided under thecorporate governance report section in this Annual Report.

DECLARATION AND DISCLOSURE BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independentdirector under Section 149(7) of the Companies Act 2013 that he/she meets the criteriaof independence laid down in Section 149(6) of the Companies Act 2013 and specified underRegulation 16(1)(b) of the LODR Regulation 2015 in respect of their position as an"Independent Director" of Company.

Pursuant to the provisions of Section 134 of the Companies Act 2013with respect to the declaration given by the Independent Director of the Company underSection 149(6) of the Companies Act 2013 the Board hereby confirms that all theIndependent Directors have given declarations and further confirms that they meet thecriteria of Independence as per the provisions of Section 149(6) read with SEBI (ListingObligations & Disclosure Requirements) Regulations 2015.

INDEPENDENT DIRECTORS DECLARATIONS

In the opinion of the Board the independent directors areindividually person of integrity and possess relevant expertise and experience.

The Independent Directors under section 149(6) of the Companies Act2013 declared that:

1. They are not a promoter of the Company or its holding subsidiary orassociate company;

2. They are not directors in the company its holding subsidiary orassociate company.

3. The independent Directors have/had no pecuniary relationship withcompany its holding subsidiary or associate company or their promoters or directorsduring the two immediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Directors have or hadpecuniary relationship or transaction with the company its holding subsidiary orassociate company or their promoters or directors amounting to two percent or more ofits gross turnover or total income or fifty Lakhs rupees or such higher amount as may beprescribed whichever is lower during the two immediately preceding financial years orduring the current financial year;

5. Independent Director neither himself nor any of his relatives—

? holds or has held the position of a key managerial personnel or isor has been employee of the company or its holding subsidiary or associate company in anyof the three financial years immediately preceding the financial year in which he isproposed to be appointed;

¦ is or has been an employee or proprietor or a partner in anyof the three financial years immediately preceding the financial year in which he isproposed to be appointed of—

> a firm of auditors or company secretaries in practice or costauditors of the company or its holding subsidiary or associate company; or

DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3)(c) OF THE COMPANIES ACT 2013

The financial statements are prepared in accordance with the GenerallyAccepted Accounting Principles (GAAP) under the historical cost convention on accrualbasis.

GAAP comprises mandatory accounting standards as prescribed underSection 133 of the Companies Act 2013

('the Act') read with Rule 7 of the Companies (Accounts) Rules 2014the provisions of the Act (to the extent notified) and guidelines issued by the Securitiesand Exchange Board of India (SEBI).

There are no material departures from prescribed accounting standardsin the adoption of these standards. The directors hereby confirm that:

1. In preparation of the annual accounts for the financial year endedMarch 31 2022 the applicable accounting standards have been followed.

2. The directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give 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.

3. The directors have taken proper and sufficient care towards themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

4. The directors have prepared the annual accounts on a going concernbasis.

5. The directors have laid down internal financial controls which areadequate and are operating effectively.

6. The directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and such systems are adequate and operatingeffectively.

AUDITORS

STATUTORY AUDITORS

M/s SSRV & Associates Chartered Accountants Firm Registration No.135901W Mumbai with Vishnu Kabra as signing partner were appointed as Statutory Auditorsof the Company from the financial year 2018-19 at the Annual General Meeting("AGM") held during 2018 for a term of Three financial years commencing from2018-19 and until 2021-22. Considering the performance and experience of M/s SSRV &Associates a resolution for re- appointing M/s. SSRV & Associates CharteredAccountants as Statutory Auditors with Satyendra Sahu as signing partner(s) for a secondterm of five financial years has been proposed by the Board of Directors on therecommendation of the Audit Committee and the said appointment is subject to approval ofthe Shareholders at the ensuing Annual General Meeting.

AUDITOR'S REPORT

The Auditors have not made any qualification in their Audit Reportrelated to the financial statement. Their reports on relevant notes on accounts areself-explanatory and do not call for any comments under section 134 of the companies Act2013.

SECRETARIAL AUDITOR

Mr. Akhil Agarwal Practicing Company Secretary as a SecretarialAuditor was appointed to conduct the Secretarial Audit of the Company for the financialyear 2021-22 as required under Section 204 of the Companies Act 2013 and Rules thereunder.

The Secretarial Audit report for FY 2021-22 forms part of the AnnualReport and part of the Board's report as Annexure-1.

INTERNAL AUDITOR

Vikas N Jain & Associates (Chartered Accountants) performs theduties of internal auditors of the company and his report is reviewed by the AuditCommittee from time to time.

COST AUDITORS

Appointment of Cost Auditor is not applicable to the Company. Hencethe company has not appointed any Cost Auditor and cost accounts and records are notrequired to maintain by the company.

During the year under review the Statutory Auditor and SecretarialAuditor have not reported any instances of frauds Committed in the Company by its Officersor Employees to the Audit Committee under Section 143(12) of the Act details of whichneeds to be mentioned in this Report.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during thefinancial year were on arm's length basis and were in the ordinary course of the business.There are no materially significant related party transactions made by the company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the company at large.

SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES:

During the year under review no company became or ceased to be aSubsidiary/Joint Venture/Associate of the Company.

POSTAL BALLOT:

No postal ballot was held during the year 2021-22.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT. 2013

No cases were filed during the Financial Year 2021-22 under SexualHarassment of Women at workplace (Prevention Prohibition & Redressal) Act 2013. Inaddition of the above the company has constitute "Internal Complaints Committee"as per Section 4 of the Sexual Harassment of Women at workplace (Prevention Prohibition& Redressal) Act 2013.

A. No of Complaint filed during the Financial Year 2021-22: NIL

B. No of Complaint disposed during the Financial Year 2021-22: NIL

C. No of Complaint pending as on end of the Financial Year 2021-22:NIL

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

We view responsible conduct as a necessary input for long term businesssuccess. We accept responsibility for our business or employees and society. That is howwe define our corporate responsibility. But as per Section 135 of Companies Act 2013 yourcompany is out of the preview of this responsibility.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which isapplicable to the Members of the Board and all employees in the course of day-to-daybusiness operations of the company. The Company believes in "Zero Tolerance"against bribery corruption and unethical dealings / behaviors of any form and the Boardhas laid down the directives to counter such acts. The Code has been posted on theCompany's website www.yaminiinvestments.com.

The Code lays down the standard procedure of business conduct which isexpected to be followed by the Directors and the designated employees in their businessdealings and in particular on matters relating to integrity in the work place in businesspractices and in dealing with stakeholders. The Code gives guidance through examples onthe expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel haveconfirmed compliance with the Code. All Management Staff were given appropriate trainingin this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Fraud and Risk ManagementPolicy to deal with instance of fraud and mismanagement if any in staying true to ourvalues of Strength Performance and Passion and in line with our vision of being one ofthe most respected companies in India the Company is committed to the high standards ofCorporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal withinstances of fraud and mismanagement if any. The FRM Policy ensures that strictconfidentiality is maintained whilst dealing with concerns and also that no discriminationwill be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into thecomplaints raised. The Committee reports to the Audit Committee and the Board. The Policyhas been posted on the Company's website www.yaminiinvestments.com.

RISK MANAGEMENT AND INTERNAL CONTROLS:

The Company has the risk management and internal control framework inplace commensurate with the size of the Company. However Company is trying to strengthenthe same. The details of the risks faced by the Company and the mitigation thereof arediscussed in detail in the Management Discussion and Analysis report that forms part ofthe Annual Report.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of InsiderTrading with a view to regulate trading in securities by the Directors and designatedemployees of the Company. The Code requires pre-clearance for dealing in the Company'sshares and prohibits the purchase or sale of Company shares by the Directors and thedesignated employees while in possession of unpublished price sensitive information inrelation to the Company and during the period when the Trading Window is closed. The Boardis responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmedcompliance with the Code.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and Company's operations infuture.

EXTRACT OF ANNUAL RETURNS

In accordance with Section 134(3)(a) of the Companies Act 2013 anextract of the annual return is annexed as Annexure -2.

1. The Paid-up capital of the Company is Rs. 525726400/- consistingof 525726400 equity shares of face value of Re.1/- each.

2. The Board of Directors of the company consists of 6 Directors (as onthe date of the Adoption of Annual Return & Director Report) namely Mr. Manisha DalmiaManaging Director Mrs. Vandana Agarwal Director Mr. Girish Verma Independent DirectorMr. Satanand Pandey Independent Director Ms. Priti Rao Independent Director and Ms.Taniya Rao Additional Executive Director of the Company.

3. The secured debt of the company is Nil.

4. The Promoters holding is consists of 91245500 equity shares ofRs. 1/- each amounting to 17.36%. There was no un-paid dividend during the year.

CFO CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certificationas required under Regulation 17(8) read with Part B of Schedule II of the SEBI(LODR)Regulation 2015 have been appended to this report in Annexure 4.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

In terms of the provisions of Section 197(12) of the Act read with Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement containing the disclosures pertaining to remuneration and other details asrequired under the Act and the above Rules are as under.

The disclosures as specified under Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. The percentageincrease in remuneration of each Director Chief Financial Officer and Company Secretaryduring the financial year 2021-22 ratio of the remuneration of each Director to themedian remuneration of the employees of the Company for the financial year 2021-22 and thecomparison of remuneration of each Key Managerial Personnel (KMP) against the performanceof the Company are as under:

ACKNOWLEDGEMENTS

Your directors would like to acknowledge and place on record theirsincere appreciation to all stakeholders - Clients Financial Institutions Banks Centraland State Governments the Company's valued investors and all otherbusiness partners fortheir continued co-operation and excellent support received during the year.

Your directors recognize and appreciate the efforts and hard work ofall the employees of the Company and their continued contribution to its growth.

By Order of the Board
For YAMINI INVESTMENTS COMPANY LIMITED
Sd/- Sd/-
Girish Verma Vandana Agarwal
Place: Mumbai Director Director
Date:10/08/2022 DIN:08524681 DIN:02347593

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