Dear Shareholders,
Your director's have pleasure in presenting the 33rd Annual Report of
Richfield Financial Services Limited along with Audited Financial Statements for the
financial year ended March 31, 2025.
1. FINANCIAL RESULTS:
The financial performance of the Company for the financial year ended March 31, 2025,
on a standalone basis, is summarized below:
| PARTICULARS |
FY 2024-25 (Rs. In Lakhs) |
FY 2023-24 (Rs. In Lakhs) |
| Revenue from operations |
437.33 |
183.08 |
| Other Income |
65.75 |
14.17 |
| Total Income |
503.08 |
197.25 |
| Total expenses |
489.58 |
113.36 |
| Profit/(Loss) before tax |
13.50 |
83.89 |
| Exceptional Item |
- |
- |
| Tax Expenses: |
0.96 |
19.11 |
| Net Profit for the Year |
12.54 |
64.78 |
2. BUSINESS PERFORMANCE:
During the year under review, the Company has made profit after tax of Rs.12.54 lakhs
as against Rs. 64.78 lakhs in the previous financial year. There is no change in the
nature of business of the Company.
3. NATURE OF BUSINESS AND CHANGE IN NATURE OF BUSINESS DURING THE YEAR UNDER REVIEW:
During the financial year under review, the Company expanded its operations under the
current management.
The Assets Under Management (AUM) of the Company is as under:
| Loan |
Outstanding as at March 31, 2025 |
Outstanding as at March 31, 2024 |
| Gold loan |
773.18 |
- |
| Microfinance loan |
700.24 |
- |
| Personal loan |
1,127.50 |
- |
| Other loans |
234.38 |
913.15 |
| Total AUM |
2,835.30 |
913.15 |
During the financial year under review, the Company continued to operate in the NBFC
lending sector. The Board remains confident in the Company's business fundamentals and
continues to explore avenues for scaling operations, strengthening financial performance
and enhancing shareholder's
value.
4. SHARE CAPITAL:
The Authorised Capital of the company is Rs. 25,00,00,000/- (Rupees Twenty five Crores
only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees
Ten only).
The paid up capital of the Company as at March 31, 2025 is Rs.7,50,02,000 (Rupees Seven
Crores Fifty Lakhs Two Thousand only) divided into 75,00,200 (Seventy Five Lakhs Two
Hundred) Equity Shares of Rs. 10/- (Rupees Ten only).
During the year, the Board of Directors in its meeting held on 20th
December, 2024, approved and recommended to the shareholders issuance of Bonus Equity
Shares in the ratio of 1:1. The shareholders in the Extra Ordinary General Meeting (EGM)
held on 10th February, 2025 approved the issue of bonus shares in the ratio of
1:1. The Company allotted 37,50,100 Bonus Equity Shares in its meeting held on 17th
February, 2025 to the eligible Members whose names appeared in the Register of Members
maintained by Registrar and Transfer Agent/Register of Beneficial Ownership as received
from National Securities Depositories Limited ("NSDL")/Central Depositories
Services (India) Limited ("CDSL") ("NSDL and CDSL together read as
Depositories") as on the 'Record Date' i.e., February 14, 2025 fixed for this
purpose.
Pursuant to the above allotment, the paid-up Equity Share Capital of the Company Pre
and Post Bonus Issue are as follows:
| Particulars |
No. of Shares |
Face Value |
Amount (Rs.) |
| Paid up Equity Share Capital (Pre-Bonus Issue) |
37,50,100 |
Rs. 10/- Each |
3,75,01,000 |
| Paid up Equity Share Capital (Post-Bonus Issue) |
75,00,200 |
Rs. 10/- Each |
7,50,02,000 |
Equity Shares in the Unclaimed Suspense Account
In terms of Regulation 39 of the Listing Regulations, details of the equity shares
lying in the Unclaimed Suspense Account are as follows:
| Particulars |
No. of Shareholders (Phase-wise Transfers) |
No. of Equity Shares |
| Aggregate number of shareholders and the outstanding shares in the
Unclaimed Suspense Account lying as on April 1, 2024 |
0 |
0 |
| Less: Number of shareholders who approached the Company for transfer of
shares and to whom the shares were transferred |
0 |
0 |
| Add: Number of shareholders and aggregate number of shares transferred to
the Unclaimed Suspense Account during the year |
491 |
73,800* |
| Less: Number of shares transferred to IEPF Authority during the year |
0 |
0 |
| Aggregate number of shareholders and the outstanding shares in the
Unclaimed Suspense Account lying as on March 31, 2025 |
491 |
73,800 |
*These equity shares are of 491 shareholders.
The voting rights on the shares in the suspense account as on March 31, 2025 as well as
the shares transferred to IEPF Authority shall remain frozen till the rightful owner
claims the shares.
5. DIVIDEND:
The Board of Directors of the Company at their meeting held on May 28, 2024 has
declared the interim dividend of Rs.0.80 per share at the rate of 8% on each fully paid-up
Equity share of Rs. 10/- (Rupees Ten Each) for the financial year ended March 31,2024.
The interim dividend was distributed to all eligible members whose names appeared in
the register of members as on the record date, June 07, 2024. There is no amount was
required to be transferred to the Investor Education and Protection Fund (IEPF).
After considering the capital requirements for ongoing and future business operations,
the Board has decided to retain the remaining profit after tax within the Company to
support expansion and strategic initiatives. Therefore, no final dividend has been
recommended, and the matter will not be placed before the shareholders at the ensuing 33rd
Annual General Meeting.
Last date to claim unclaimed/unpaid dividends before transfer to IEPF, for the
financial year 2024-25 and thereafter, are as under:
| Financial Year |
Declaration Date |
Date to claim before transfer to IEPF |
| 2024 25 |
May 28, 2024 |
June 30, 2031 |
The Company has uploaded on its website, the details of unpaid and unclaimed amounts
lying with the Company as on March 31, 2025.
6. TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
No interest/dividend/redemption amount is unpaid/unclaimed for a period of seven (7)
years, therefore, no amounts to were required to be transferred to Investor Education and
Protection Fund (IEPF) as per the provisions of section 125 of the Companies Act, 2013
(hereinafter referred to as "Act").
7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT,
2013:
The company has not provided any guarantees and has made any investments, However, it
has given loans and complied with provisions of section 186 of the Companies Act, 2013
during the financial year 2024- 2025.
8. TRANSFER OF PROFIT TO RESERVES:
During the year your Company has made a profit of Rs 12.54 Lakhs and transferred Rs.
2.51 lakhs to Statutory Reserve created as per the terms of section 45-IC(1) of the
Reserve Bank of India Act, 1934. It requires every non banking finance institution which
is a Company to create a reserve fund and transfer therein a sum not less than twenty
percent of its net profit every year as disclosed in the statement of profit and loss
before any dividend is declared. The Company has appropriated 20% of the Profit After Tax
to the fund for the year.
9. LISTING OF SHARES:
The Shares of the Company are listed in the BSE Limited. The Company's shares was
previously listed at The Calcutta Stock Exchange Limited. The shares of the Company were
delisted from the Calcutta Stock Exchange Limited w.e.f. December 5, 2024.
10.SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES COMPANIES:
The Company does not have any Subsidiaries, Associates and Joint Venture Companies
therefore provision with respect to Section 129 of the Companies Act, 2013 are not
applicable to the Company.
11. DEPOSITS:
During the year, the Company has not accepted any deposits from the public within the
meaning of the provisions of the Master Direction - Non-Banking Financial Companies
Acceptance of Public Deposits (Reserve Bank) Directions, 2016 or any deposits within the
meaning of section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.
12. RESOURCE MOBILIZATION
During the year, the Company successfully mobilized funds through multiple channels,
including public issue of Secured Redeemable Non-Convertible Debentures (NCDs), private
placement of equity shares, bank loans, and issuance of subordinated debts.
13. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
Specific events/ actions having a major bearing on the Company's affairs that took
place during the financial year 2024-25 are as under:
a. The Board of Directors, at its meeting held on 28th April, 2024, declared
an Interim Dividend of ?0.80 per equity share (8%) on each fully paid-up equity share of
face value ?10/- for the financial year ended 31st March, 2024.
b. The Board approved the shifting of the location where the books of accounts are
maintained from 4th Floor, VM Plaza, Palarivattom, Ernakulam, Kerala - 682025 to Door No.
53/2320-C, First Floor, Ashiyana Building, Subash Chandrabose Road, Vytilla, Ernakulam,
Kerala - 682019, effective from 9th July, 2024.
c. The Board, in its meeting held on 31st July, 2025, approved a proposal to
voluntarily delist the equity shares of the Company from the Calcutta Stock Exchange
Limited (CSE) under Regulation 6 of the SEBI (Delisting of Equity Shares) Regulations,
2021,
citing lack of trading activity and advantage. The delisting became effective from 5th
December, 2024, as per notice issued by CSE.
d. The Board approved a proposal for the Company to apply for a Micro Finance License
from the Reserve Bank of India (RBI) at its meeting held on 14th August, 2024.
e. The Board approved the alteration of the Main Objects Clause of the Memorandum of
Association (MOA) in its meeting held on 14th August, 2024, which was subsequently
approved by shareholders at the Annual General Meeting held on 24th September, 2024.
f. Ms. Priyanka Kalra, Company Secretary, tendered her resignation via letter dated
26th November, 2024, which the Board took note on 20th December, 2024, and she was
relieved from her duties w.e.f. close of business hours on 5th December, 2024.
g. The Board appointed Mr. Nandu Chandra Mohan as Company Secretary in its meeting held
on 20th December, 2024. He subsequently resigned with effect from 13th January, 2025,
citing personal reasons, as per his resignation email.
h. The Board, in its meeting held on 20th December, 2024, approved the issuance of
Bonus Equity Shares in the ratio recommended and subject to shareholder approval in the
eGm held on 10th February, 2025. The Company allotted 37,50,100 Bonus Equity Shares in its
meeting held on 17th February, 2025.
i. On 30th January, 2025, the Board approved the issue of 1,00,000 Secured Redeemable
NCDs of ?1,000/- each aggregating ?10 crore on a private placement basis (Series II NCDs).
j. The Board of Directors in its meeting held on 24th February, 2025, approved a
proposal for raising funds through Series III NCDs in one or more tranches. On the same
date, the Company allotted 22,870 NCDs on a preferential basis to identified allottees.
k. On 27th March, 2025, the Company allotted 21,700 NCDs (Series III) on a
preferential basis to identified allottees.
14. MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF REPORT:
The following material changes and commitments occurred between the end of the
financial year of the Company to which these financial statements relate and the date of
the report, affecting the financial position of the Company:
a) The Board, in its meeting held on 16th April, 2025, appointed Ms.
Roopamol K S (Membership No. A76256) as the Company Secretary and Compliance Officer with
effect from 16th April, 2025.
b) The Board, in its meeting held on 28th May, 2025, approved a proposal for
the issuance of Subordinated Debt instruments for the financial year 2025 -
26.
c) In its meeting dated 28th May, 2025, the Board approved the proposal for
shifting of the registered office of the Company from the State of West Bengal to Tamil
Nadu, subject to shareholder and other regulatory approvals. Shareholder consent was
obtained via Postal Ballot dated 7th July, 2025.
15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has formulated a Framework on Internal Financial Controls In accordance
with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate
internal control systems to monitor business processes, financial reporting and compliance
with applicable regulations and they are operating effectively.
The systems are periodically reviewed by the Audit Committee of the Board for
identification of deficiencies and necessary time-bound actions are taken to improve
efficiency at all the levels. The Committee also reviews the observations forming part of
internal auditors' report, key issues and areas of improvement, significant processes and
accounting policies.
16. PARTICULARS OF EMPLOYEES:
None of the employees of the Company were in receipt of remuneration in excess of
limits pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial personnel) Rules 2014.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
| Mr. Vadasseril Chacko Georgekutty |
Managing Director |
| Mr. Midhun Ittoop |
Non-executive Director |
| Mrs. Neethu Subramoniyan |
Independent Director |
| Mr. Varghese Mathew |
Non-executive Director |
| Mrs. Indu Kamala Ravindran |
Independent Director |
| Roopamol K S |
Company Secretary |
| Vishnu Sivan |
Chief Financial Officer |
The Board is well constituted with composition of One Executive, two Independent
Directors and two Non-Executive Directors.
During the year, Ms. Priyanka Kalra, resigned from the post of the Company Secretary
w.e.f December 5, 2024. The Board of Directors of the Company in its meeting held on
December 20, 2024 appointed Mr. Nandu C. Mohan as the Company Secretary of the Company
w.e.f December 5, 2024. Thereafter, he resigned from the post w.e.f January 13, 2025.
Thereafter, the Board of Directors in their meeting held on April 16, 2025 appointed
Ms. Roopamol K S as the Company Secretary and Compliance Officer of the Company.
COMPOSITION OF COMMITTEES OF THE BOARD
AUDIT COMMITTEE:
| Mrs. Neethu Subramoniyan |
Chairperson |
| Mrs. Indu Kamala Ravindran |
Member |
| Mr. Varghese Mathew |
Member |
STAKEHOLDERS RELATIONSHIP COMMITTEE:
| Mrs. Neethu Subramoniyan |
Chairperson |
| Mrs. Indu Kamala Ravindran |
Member |
| Mr. Varghese Mathew |
Member |
NOMINATION REMUNERATION COMMITTEE:
| Mrs. Neethu Subramoniyan |
Chairperson |
| Mrs. Indu Kamala Ravindran |
Member |
| Mr. Varghese Mathew |
Member |
18. NUMBER OF MEETINGS OF THE BOARD AND BOARDS' COMMITTEE:
The Board meets at regular intervals to discuss and decide on business strategies /
policies and review the financial performance of the Company. The Board Meetings are
pre-scheduled, and a tentative annual calendar of the Board is circulated to the Directors
well in advance to facilitate the Directors to plan their schedules.
| Meeting |
No. of Meetings during the Financial Year 202425 |
Date of the Meeting |
| Board Meeting |
10 |
28.05.2024, 09.07.2024, 31.07.2024, 14.08.2024, 12.11.2024, 20.12.2024,
30.01.2025, 11.02.2025, 17.02.2025, 24.02.2025 |
| Audit Committee |
4 |
28.05.2024, 14.08.2024, 12.11.2024, 11.02.2025 |
| Nomination & Remuneration Committee |
1 |
14.08.2024, 20.12.2024 |
| Stakeholders' Grievances Committee |
1 |
17.02.2025 |
| Finance Committee |
3 |
14,08,2024,24.02.2025, 27.03.2025 |
The interval between two Board Meetings was well within the maximum period mentioned
under section 173 of the Companies Act, 2013, and SEBI Listing (Disclosures and
Obligations Requirements) Regulations, 2015.
BOARD EVALUATION:
Pursuant to the provisions of Companies Act, 2013 and of the Listing Agreement, the
Board has carried out annual performance evaluation of its own performance, the directors
individually as well the evaluation of the working of its Audit, Nomination &
Remuneration and Stakeholder Relationship Committee. The Manner in which the evaluation
has been carried out is explained below.
19. ANNUAL EVALUATION BY THE BOARD:
In compliance with the Companies Act, 2013, the performance evaluation of the Board and
its Committees were carried out during the year under review.
The evaluation framework for assessing the performance of Directors comprises of the
following key areas:
i. Attendance of Board Meetings and Board Committee Meetings.
ii. Quality of contribution to Board deliberations.
iii. Strategic perspectives or inputs regarding future growth of Company and its
performance.
iv. Providing perspectives and feedback going beyond information provided by the
management.
v. Commitment to shareholder and other stakeholder interests.
vi. The evaluation involves Self-Evaluation by the Board Member and subsequently
assessment by the Board of Directors. A member of the Board will not participate in the
discussion of his / her evaluation.
vi. The evaluation involves Self-Evaluation by the Board Member and subsequently
assessment by the Board of Directors. A member of the Board will not participate in the
discussion of his / her evaluation.
20. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company is following the applicable Secretarial Standards as prescribed and
formulated by the Institute of Company Secretaries of India during the financial year
2024-25.
21. INDEPENDENT DIRECTORS:
A. Declaration of Independent Directors:
The Company has received necessary declaration from all the Independent Directors of
the Company under Section 149(7) of the Companies Act, 2013 read with Rule 6 of Companies
(Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 that the Independent
Directors of the Company meet the criteria of their Independence laid down in Section
149(6).
B. Independent Directors Meeting:
The meeting of the Independent Directors was held on 17th February, 2025 as
per schedule IV of the Companies Act, 2013.
C. Familiarisation Programme for Independent Directors:
The familiarization program is to update the Directors on the roles, responsibilities,
rights and duties under the Act and other statutes and about the overall functioning and
performance of the Company. The policy and details of familiarization program is available
on the website of the Company at www.rfsl .co.in
22. DETAILS OF POLICIES:
The Company has the following policies which are applicable as per the
Companies Act, 2013 and SEBI (LODR) Regulations, 2015 which are placed on the website
of the Company.
• KYC Documentation Policy
• Fair Practice Policy
• Board Diversity Policy
• Code for Fair Disclosure
• Policy for Preservation of Documents
• Nomination and Remuneration Policy
• Board Evaluation Policy
• Policy on Related Party Transactions
• Vigil Mechanism /Whistle-Blower Policy
• Sexual Harassment Redressal Policy
• Policy for Determination of Materiality of an Event Information
• Material Subsidiary Policy
23. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:
The Board of Directors has adopted a policy and procedure on Code of Conduct for the
Board Members and employees of the Company in accordance with the SEBI (Prohibition of
Insiders Trading) Regulations, 2015. This Code helps the Company to maintain the Standard
of Business Ethics and ensure compliance with the legal requirements of the Company.
The Code is aimed at preventing any wrong doing and promoting ethical conduct at the
Board and by employees. The Compliance Officer is responsible to ensure adherence to the
Code by all concerned.
The Code lays down the standard of Conduct which is expected to be followed by the
Directors and the designated employees in their business dealings and in particular on
matters relating to integrity in the workplace, in business practices and in dealing with
stakeholders.
All the Board Members and the Senior Management Personnel have confirmed Compliance
with the Code.
24. WHISTLE BLOWER POLICY /VIGIL MECHANISM:
Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a
Vigil Mechanism policy for directors and employees to report concerns about unethical
behaviors, actual or suspected fraud, violations of Code of Conduct of the Company etc.
The mechanism also provides for adequate safeguards against the victimization of employees
who avail themselves of the mechanism and also provides for direct access by the Whistle
Blower to the Audit Committee. It is affirmed that during the Financial Year 2024-25, no
employee has been denied access to the Audit Committee. The vigil mechanism policy is also
available on the Company's websitewww.rfsl.co.in.
25. NOMINATION AND REMUNERATION POLICY:
Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has
framed a policy which lays down a framework in relation to remuneration of Directors, Key
Managerial Personnel and Senior Management of the company. The policy also lays down the
criteria for selection and appointment of Board Members. The policy and details of
Nomination and Remuneration is available on the website of the Company at www.rfsl.co.in.
In accordance with the Nomination and Remuneration Policy, the Nomination and
Remuneration Committee has, inter alia, the following objectives:
The Committee had formulated the criteria for determining qualifications, positive
attributes, and independence of a director and is available in the company website
www.rfsl.co.in.
The Committee shall identify persons who are qualified to become Director and persons
who may be appointed in Key Managerial and Senior Management positions in accordance with
the criteria laid down in this policy.
Recommend to the Board, appointment, and removal of Director, KMP and Senior Management
Personnel.
The Board shall carry out evaluations of the performance of every Director, KMP and
Senior Management Personnel at regular intervals (yearly).
The remuneration/ compensation/ commission etc. to the Managerial Personnel, KMP and
Senior Management Personnel will be determined by the Committee and recommended to the
Board for approval. The remuneration/ compensation/ commission etc. shall be subject to
the prior/ post approval of the shareholders of the Company and Central Government,
wherever required. Increments to the existing remuneration/ compensation structure may be
recommended by the Committee to the Board which should be within the slabs approved by the
Shareholders in the case of Managerial Personnel.
Where any insurance is taken by the Company on behalf of its Managerial Personnel,
Chief Executive Officer, Chief Financial Officer, the Company Secretary, and any other
employees for indemnifying them against any liability, the premium paid on such insurance
shall not be treated as part of the remuneration payable to any such personnel. Provided
that if such person is proved to be guilty, the premium paid on such insurance shall be
treated as part of the remuneration.
26. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Companies
Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014,
the Annual Return of the Company as at March 31, 2025 is uploaded on the website of the
Company.
27. RISK MANAGEMENT POLICY:
The Company continues to have an effective Risk Management process in place. The
Company has in place a mechanism to identify, assess, monitor and mitigate various risks
to key business objectives. Major risks identified by the businesses and functions are
systematically addressed also discussed at the meetings of the Audit Committee and the
Board of Directors of the Company. The details of risks perceived by the Management are
annexed as part of the Management Discussion and Analysis Report.
28. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
The Management's Discussion and Analysis Report for the year under review, as
stipulated under Regulation 34 of the SEBI(LODR) Regulations, 2015, is annexed
as Annexure-2" to this report.
29. CORPORATE GOVERNANCE REPORT:
As on 31st March, 2025, the Company's Paid-up Capital and Net worth is less
than Rs. 10 Crores and Rs. 25 Crores respectively. Hence, compliance with respect to
Regulations 17-27 of SEBI Listing Obligations & Disclosure requirements (LODR)
Regulations, 2015 will not apply to the company.
30. CORPORATE SOCIAL RESPONSIBILITY:
Since the provisions of section 135 of the Companies Act, 2013 is not applicable to the
Company as the limits are not breached, a report on CSR activities is not annexed in this
Annual report.
31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES.
The Company has not entered into related party transactions during the year. There are
no materially significant related party transactions during the year, which, in the
opinion of the Board, may have potential conflicts with the larger interests of the
Company.
The Board on recommendation of Audit Committee, adopted a policy on related party
transactions to regulate transactions between the Company and its related parties, in
compliance with the applicable provisions of the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015. The policy is uploaded and can be viewed on the Company's website.
32. DISCLOSURE UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints
Committee ("ICC") is in place for all works and offices of the Company to
redress complaints received regarding sexual harassment. The policy on Prohibition
Prevention & Redressal of Sexual Harassment is available on the website of the Company
at www.rfsl.co.in.
During the Financial Year under review, no complaints with allegation of sexual
harassment were filed with the ICC.
33. LISTING FEES:
The Company confirms that it has paid the annual listing fees for the year 202425 to
the BSE Limited.
34. CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:
The Register of Members and Share Transfer books of the company will be closed from 19th
September, 2025 to 25th September, 2025 (both days inclusive).
During the Financial Year 2024-25, the Register of Members & Share Transfer Books
of the Company remain closed from Tuesday, 4th February, 2025 to Monday, 10th February,
2025 (both days inclusive) for the purpose of the Extra Ordinary General Meeting of the
Company held on Monday, 10th February, 2025.
35. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
a) Conservation of Energy: -
• The steps taken or impact on conservation of energy: N.A.
• The steps taken by the Company for utilizing alternate sources of energy: N.A.
• The capital investment on energy conservation equipment: N.A.
b) Technology Absorption:
• The efforts made towards technology absorption: N.A
• The benefits derived like product improvement, cost reduction product
development or import substitution: N.A
• In case of imported technology (imported during the last three years reckoned
from the beginning of the financial year) -
• The details of technology imported: N.A
• The year of import: N.A
• Whether the technology been fully absorbed. N.A.
• If not fully absorbed, areas where absorption has not taken place and the
reasons thereof; and: N.A.
• The expenditure incurred on Research and Development. N.A.
c) Foreign Exchange Earnings and Outgo: Not Applicable
36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which would
impact the going concern status of the Company and its future operations.
37. COMPLIANCE WITH RBI PRUDENTIAL NORMS:
The Company has complied with the prudential norms on income recognition, accounting
standards, assets clarification, provisioning for bad and doubtful debts as applicable to
it in terms of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies
Prudential Norms (Reserve Bank) Directions, 2007 for the year ended on 31st
March, 2025.
38. APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 DURING THE YEAR:
There were no applications made nor any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the year.
39. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:
During the year under review there was no instance of one-time settlement with any Bank
or Financial Institution.
40. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT:
Training on all sectors is given to its employees periodically and motivated to work in
line with the development of the industry. The willingness and commitment of the employees
help the company to stand tall among its customer in quality and service.
41. REPORTING OF FRAUDS BY AUDITORS:
During the year under review, neither the Statutory Auditors nor the Secretarial
Auditor has reported to the Audit Committee under Section 143 (12) of the Companies Act,
2013, any instances of fraud committed against the Company by its officers or employees.
42. AUDITORS AND AUDITORS REPORT:
a) STATUTORY AUDITORS
M/S. John Moris & Co, Chartered Accountant (Firm Registration Number: 007220S) were
appointed as Statutory Auditors of the Company as statutory auditor of the company to hold
office for a period of five consecutive years from the conclusion of the 30th
Annual General Meeting of the company till the conclusion of the 35th Annual
General Meeting to be held in 2027.
The Auditors' Report for Financial Year ended 31st March 2025 does not
contain any qualification, reservation or adverse remark. Hence, there is no requirement
for the Board to provide any explanation or comment on the same. The Auditors' Report is
enclosed with the financial statements in the Annual Report and the same is
self-explanatory.
b) SECRETARIAL AUDITOR:
Pursuant to the requirements of Section 204 (1) of the Companies Act, 2013 and Rule 9
of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s.
Lakshmmi Subramanian & Associates, Practising Company Secretaries (Membership No. 3534
CP: 1087) were appointed to conduct
secretarial audit for the financial year 2024-2025.
The Secretarial Audit Report as received from the Secretarial Auditor is annexed to
this report as Annexure - 1. The Secretarial Audit report contain certain observation
remarks.
In response to the qualifications and observations made in the Secretarial Audit Report
for the financial year 2024-25, the Board of Directors would like to clarify and submit
the following:
(i) There were minor delays in filing of few forms with the Registrar of Companies
(ROC)/Ministry of Corporate Affairs (MCA) during the year under review. However, these
forms were subsequently filed with the prescribed additional fees.
Board's Response:
The Board acknowledges the delays and confirms that all pending forms have since been
duly filed along with the prescribed additional fees. The Company is taking active steps
to streamline its internal compliance processes to ensure timely filings in the future.
(ii) It was observed that the disclosure relating to the resignation of a Key
Managerial Personnel was made with a slight delay beyond the prescribed timeline. The
Company did not intimate the resignation to the stock exchange within 24 hours of the
occurrence of the event or information, as mandated under Regulation 30(6)(iii) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015."
Board's Response:
The Board acknowledges the observation and assures that corrective actions are being
implemented to ensure strict adherence to the SEBI regulations. Ms. Priyanka Kalra,
erstwhile Company Secretary (Key Managerial Personnel) of the Company has tendered her
resignation from the position of Company Secretary (Key Managerial Personnel) of the
Company due to personal reason vide her letter dated 26th November, 2024 and
was relieved from the services of the Company with effect from close of business hours on
5th December 2024 after placing at the meeting of the Board of Directors on the
same date. The disclosure along with the resignation letter was disclosed to the stock
exchange after the board meeting on December 6, 2024. Measures have been put in place to
ensure timely submission of disclosures in future, including strengthened internal
compliance monitoring.
c) INTERNAL AUDITORS:
Mr. Jomy Joseph is the internal auditor of the Company. The Audit Committee determines
the scope of Internal Audit in line with regulatory and business requirements.
d) COST AUDITOR:
Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with
Companies (Cost Records and Audit) Amendment rules, 2014 the Company does not fall under
the purview of Cost Audit.
43. THE RATIO OF THE REMUNERATION OF EACH DIRECTOR
At present Directors are not receiving any remuneration from the company in view of the
financial constraints, hence the same is not applicable to the Company.
44. MATERNITY BENEFIT:
The Company affirms that it has duly complied with all provisions of the Maternity
Benefit Act, 1961, and has extended all statutory benefits to eligible women employees
during the year.
45. DIRECTORS' RESPONSIBILITIES STATEMENT:
Pursuant to the requirement under Section 134 (3) (c) of Companies Act, 2013, with
respect to Directors' Responsibility Statement, it is hereby confirmed that:
(i) in the preparation of the annual accounts, the applicable accounting standard had
been followed along with proper explanation relating to material departures
(ii) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the Profit or Loss of the Company for that period.
(iii) The Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provision of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities.
(iv) The Directors have prepared the Annual accounts on a going concern basis.
(v) The directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
(vi) The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating.
46. ACKNOWLEDGEMENT:
Your directors take this opportunity to express their sincere gratitude to the
encouragement, assistance, cooperation, and support given by the Central Government, the
Government of West Bengal and Kerala during the year. They also wish to convey their
gratitude to all the customers, Auditors, suppliers, dealers, and all those associated
with the company for their continued patronage during the year.
Your directors also wish to place on record their appreciation for the hard work and
unstinting efforts put in by the employees at all levels. The directors are thankful to
the esteemed stakeholders for their continued support and the confidence reposed in the
Company and its management.
47. CAUTIONARY STATEMENT:
The statements contained in the Board's Report and Management Discussion and Analysis
Report contain certain statements relating to the future and therefore are forward looking
within the meaning of applicable securities, laws and regulations. Various factors such as
economic conditions, changes in government regulations, tax regime, other statues, market
forces and other associated and incidental factors may however lead to variation in actual
results.
|
By and on behalf of Board of Directors |
|
For Richfield Financial Services Limited |
|
Sd/- |
Sd/- |
|
Mr. Vadasseril Chacko |
Mr. Varghese Mathew |
|
Georgekutty |
|
| Place: Kochi |
Managing Director |
Director |
| Date: 13-08-2025 |
DIN:09194854 |
DIN: 08001027 |
|