To,
The Members,
Baid Finserv Limited
(Formerly Known as Baid Leasing and Finance Co. Ltd.)
The Board of Directors are pleased to present the 33rd (Thirty-Third)
Annual Report of Baid Finserv Limited (Formerly Known as Baid Leasing and Finance Co. Ltd)
("Company") on the business, operations and state of affairs of the
Company together with the Audited Annual Financial Statements for the Financial Year ended
on 31st March 2024.
1. FINANCIAL PERFORMANCE
The highlights of Company's financial performance for the
Financial Year ended on 31st March, 2024 are summarized below:
| Particulars |
31st March 2024 |
31st March 2023 |
| Revenue from operations |
6,591.55 |
5,485.30 |
| Other Income |
44.28 |
88.16 |
| Total Income |
6,635.83 |
5,573.46 |
| Less: Total Expenditure |
4,826.12 |
4,174.51 |
| Profit / (Loss) before Taxation |
1,809.71 |
1,398.96 |
| Tax expenses |
517.31 |
361.06 |
| Profit / (Loss) after Tax |
1,292.40 |
1,037.89 |
2. PERFORMANCE REVIEW AND STATE OF COMPANY'S AFFAIRS
Total Income for the FY 2023-24 under review were Rs 6,635.83 Lakhs as
against Rs.5,573.46 Lakhs in the previous FY 2022-23. The profit before tax for the FY
2023-24 is Rs. 1809.71 Lakhs as against Rs.1,398.96 Lakhs in the previous FY 2022-23. The
profit after tax is Rs. 1292.40 Lakhs for the FY 2023-24 as against Rs. 1,037.89 Lakhs in
the previous FY 2022-23.
The Company has recorded an increase in revenue of 19.06 % during the
year under review.
The Asset Under Management ("AUM") of Company during the year
under review were Rs.36,571.83 Lakhs as against Rs. 30,086.59 Lakhs in the FY 2022-23.
Sector-wise details are as follows:
| F.Y |
Particulars |
Vehicle |
Loan against property |
| 2023-24 |
Asset Under Management |
7,186.51 |
29,385.32 |
| 2022-23 |
|
2,192.22 |
27,894.37 |
The improvement in the revenues is a result of the aggressive marketing
and robust collections. The Company endeavors to continue the tremendous growth rate. The
Company's overall performance during the Financial Year 2023-24 was robust resulting
in improvement in all operational and financial parameters.
In FY 2023-24, the Gross and Net NPAs stood at 2.61% and 0.36%
respectively as compared to 2.91% and 0.64 %, in FY 2022-23, respectively.
The Company reported strong financial results due to its judicious
pricing decisions, increase in its AUM, quality disbursements and better collection
efficiency. Further, the Company was able to raise the necessary resources throughout the
year to match the business and operational requirements, leveraging its relationships with
banks and financial institutions, as well as forming new lender relationships. The Company
believes that each customer is a critical asset in its growth journey and their
satisfaction is primary responsibility of the company.
The Company's prudent liquidity management techniques and strategy
of maintaining adequate liquidity buffer throughout the Financial Year 2023-24 not only
ensured seamless lending for our business operations but also ensured meeting our
liabilities on time, thereby further strengthening the trust and confidence reposed on us
by our creditors and security holders.
3. DIVIDEND
RBI vide its circular dated 24 June 2021 has laid down a framework for
declaration of dividend by NBFCs. Accordingly, the Board of Directors, after taking into
account various aspects and in compliance with the said circular, recommend for
consideration of the members at the ensuing Annual General Meeting (‘AGM'),
payment of final dividend of Re. 0.10 paisa (5 %) per equity share of face value Rs. 2.
The total dividend for FY2023-24 is Rs. 1,20,06,830.
Total dividend proposed for the year does not exceed the ceilings
specified in said circular/ RBI Master Directions. The dividend, if declared, at the
ensuing AGM will be taxable in the hands of the members of the Company pursuant to Income
Tax Act, 1961. For further details on taxability, please refer Notice of AGM.
4. BRANCH EXPANSION
The Company has expanded its geographical presence by reaching out to
underserved/unserved semi urban/rural areas and increased its footprint by opening new
branches in Madhya Pradesh and Gujarat and making itself more accessible to its customers
and is further planning to strengthen its presence in Maharashtra. This step will further
enhance the presence of the Company in different geographical locations, enabling it to
penetrate into new markets and expand its reach to a wider number of customers for
offering and delivering financial services in transparent manner.
5. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE
COMPANY/CHANGE IN THE NATURE OF THE BUSINESS
There were no material changes and commitment that have occurred
between the closure of the Financial Year 2023-24 till the date of this Report, which
would affect the financial position of your Company. There is no change in the nature of
the business as compared to the immediately preceding Financial Year.
6. SHARE CAPITAL
The issued, subscribed and paid-up Equity Share Capital of the Company
as on March 31, 2024 stood at Rs. 24,01,36,600/- (Rupees Twenty Four Crore One Lakh Thirty
Six Thousand Six Hundred Only) consisting of 12,00,68,300 (Twelve Crore Sixty Eight
Thousand Three Hundred ) Equity Shares of Rs. 2/-(Rupees Two Only) each.
The authorized share capital as on March 31, 2024 stood at
Rs.30,00,00,000divided into15,00,00,000 equity shares of Rs. 2/- each.
There was no change in authorized, issued, subscribed and paid up
capital during the year.
Below updates were reported in Share capital of the Company between the
closure of the Financial Year 2023-24 till the date of this Report: INCREASE IN AUTHORISED
SHARE CAPITAL
The Authorized Share Capital of the Company has increased pursuant to
the approval of members through Postal Ballot on Tuesday, April 09, 2024, from Rs.
30,00,00,000/- (Rupees Thirty Crores Only) divided into 15,00,00,000 (Fifteen Crores)
Equity Shares of Rs. 2/- (Rupees Two Only) each to Rs. 40,00,00,000/- (Rupees Forty Crores
Only) divided into 20,00,00,000 (Twenty Crores) Equity Shares of Rs. 2/- (Rupees Two Only)
each.
7. ANNUAL RETURN
The draft Annual Return of the Company as on March 31, 2024 in the Form
MGT-7 in accordance with the provisions of Section 92 (3) , read with Section 134(3)(a) of
the Companies Act, 2013 ("Act"), and the Companies ( Management and
Administration) Rules 2014 is hosted on the website of the Company and can be accessed at
https://www.baidfinserv.com/wp-content/uploads/2024/06/14.-Form_MGT_7.pdf
8. TRANSFER TO RESERVE FUND AND INVESTOR EDUCATION AND
PROTECTION FUND
Reserves and Surplus Account as on March 31, 2024 of your Company
increased by 8.98% to Rs.14,276.87/- as against Rs. 13,099.54/- Lakhs as at March 31,
2023.
Under section 45-IC(1) of Reserve Bank of India Act, 1934, non-banking
financial companies (NBFCs) are required to transfer a sum of not less than 20% of its net
profit every year to reserve fund before declaration of any dividend. Accordingly, your
Board of Directors has transferred a sum of Rs. 258.48 Lakhs to Special Reserve in
compliance with the provisioning norms of the RBI.
The Board has not transferred any amount to the General Reserve for the
period under review.
Pursuant to the provisions of Section 124(6) of the Companies Act, 2013
("the Act") read with
Investor Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 ("IEPF Rules"), the interim dividend which was
declared by the Company for Financial Year 2016-17 and in respect of which dividend has
not yet been claimed by the shareholders of the company for seven consecutive years were
transferred to the IEPF Authority along with the unpaid/unclaimed amount of dividend
payable thereon during the FY 2023-24.
The company has transferred amount of Rs. 336,119.50 to Investor
Education and Protection Fund Authority
9. ASSOCIATE COMPANIES, JOINT VENTURE AND SUBSIDIARY COMPANIES
The Company does not have any subsidiary, associate and Joint Venture
as on March 31, 2024. Hence, the details of this clause are not applicable to the Company.
10. DIRECTORS/ KEY MANAGERIAL PERSONNEL APPOINTMENT/ RE-APPOINTMENT/
CESSATION
During the year under review, following changes took place in the
Composition of Board of Directors and Key Managerial Personnel of the Company:
Board of Directors
A. Directors liable to retire by rotation: In accordance with the
Section 152(6) and other applicable provisions of the Act and the rules made there under
and the Articles of Association of the Company, Mrs. Alpana Baid (DIN: 06362806)
Non-Executive Director of the Company is liable to retire by rotation at the ensuing
Annual General Meeting (‘AGM') and being eligible, has offered herself
for re-appointment.
Mr. Aman Baid (DIN: 03100575) Whole-Time Director retired by rotation
and was re-appointed in the previous AGM held on September 07, 2023.
B. Appointment of Independent Directors:
i) Mr. Surendra Kumar Singhi (DIN: 01048397) was appointed by the Board
of Directors of the Company as an Additional Director (Non-Executive, Independent) at
their meeting held on Friday, August, 04, ,2023 under Section 161 of the Act. The members
of the company at the 32ndAGM, on recommendation of the Board, approved his
appointment as a Non-Executive Independent Director of the Company for a period of 5 years
w.e.f August 04, 2023 to August 03, 2028.
Mr. Surendra Kumar Singhi is B Com Graduate from University of Delhi
bearing more than 31 Years of experience in the field of finance, accounting and
management. His expertise and Knowledge leads in different sectors of Finance, Accounting
and Management. He possessed detailed practical Knowledge and expertise in his field.
ii) Mr. Chaitnya Sharma (DIN: 10253651) was appointed by the Board of
Directors of the Company as an Additional Director (Non-Executive, Independent) at their
meeting held on Friday, August, 04, ,2023 under Section 161 of the Act. The members of the
Company, at the 32ndAGM, on recommendation of the Board approved his
appointment as a Non-Executive Independent Director of the Company for a period of 5 years
w.e.f August 04, 2023 to August 03, 2028.
Mr. Chaitnya Sharma is BBA Graduate from University of Rajasthan
bearing more than 4 years of experience in the field of finance, accounting, management
and corporate governance. He possessed details practical Knowledge and expertise in his
field.
C. Cessation of Independent Directors
Mr. Mudit Singhi (DIN: 03171115) and Mr. Monu Jain (DIN: 02609467) have
ceased to be directors of the Company w.e.f. close of business hours on March 31, 2024
upon completion of their second term as Independent Directors.
D. Re-appointment of Chairman and Managing Director:
Mr. Panna Lal Baid (DIN: 00009897) Chairman and Managing Director of
the Company was reappointed in the 32ndAGM held on September 07, 2023 for a
period of 3 years with effect from April 01, 2024.
Mr. Panna Lal Baid is the Founder and first generation entrepreneur
bearing more than 54 years expertise in diversified sectors and more particularly into
core finance sector. He created the strategic presence of the company in high yield
pre-owned vehicle financing segment with expertise in loan origination, valuation and
collection.
The present Directors of the Company are as follows:
| Sr. No. Name of Director |
Designation |
| 1 Mr. Panna Lal Baid (DIN: 00009897) |
Chairman & Managing Director |
| 2 Mr. Aman Baid (DIN: 03100575) |
Whole Time Director |
| 3 Mrs. Alpana Baid (DIN: 06362806) |
Non-Executive Director |
| 4 Mr. Anurag Patni (DIN: 07580695) |
Independent Director |
| 5 Mr. Surendra Kumar Singhi (DIN: 01048397) |
Independent Director |
| 6 Mr. Chaitnya Sharma (DIN: 10253651) |
Independent Director |
* Mr. Surendra Kumar Singhi and Mr. Chaitnya Sharma were appointed as
an independent directors of the company w.e.f. August 04, 2023.
** Mr. Mudit Singhi and Mr. Monu Jain have ceased to be directors of
the Company w.e.f. close of business hours on March 31, 2024 upon completion of their
second term as Independent Directors.
The Board Composition of the Company is available on the Company's
website and can be accessed at https://www.baidfinserv.com/board-of-directors/
None of the Directors of the Company are disqualified in accordance
with Section 164 of the Act. The changes in the composition of the Board of Directors that
took place during the period under review were carried out in compliance with the
provisions of the Act and Listing Regulations.
Also, as per the Listing Regulations, the Company has received
Certificate from M/s. V.M. & Associates, Practicing Company Secretaries that none of
the Directors on the Board of the Company have been debarred or disqualified from being
appointed or continuing as Directors of Companies by the Securities and Exchange Board of
India/ Ministry of Corporate Affairs or any such other statutory authority.
Key Managerial Personnel
The present Key Managerial Personnel of the Company are as follows:
| Sl. No. Name of Director |
Designation |
| 1 Mr. Panna Lal Baid |
Chairman & Managing Director |
| 2 Mr. Aman Baid |
Whole Time Director |
| 3 Mr. Aditya Baid |
Chief Financial Officer |
| 4 Mrs. Surbhi Rawat |
Company Secretary & Compliance Officer |
There were no changes in the KMPs during FY 2023-24.
Senior Management Personnel:
The present Senior Managerial Personnel of the Company are as follows:
| S. No. Name |
Designation |
| 1. Mr. Aditya Baid |
Chief Financial Officer |
| 2. Mrs. Surbhi Rawat |
Company Secretary and Compliance Officer |
| 3. Mr. Abhishek Rathore |
Business Head |
| 4. Mr. Pawan Jalundhariya |
Deputy Manager |
| 5. Mr. Dhanesh Bagra |
Credit Manager |
Changes in Senior Management Personnel
*Mr. Dalveer Singh Khangarot had resigned from the company w.e.f
closure of business hours December 23, 2023, accordingly he ceased from the position of
SMP after the said date.
11 . DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from each of the
Independent Director of the Company that they meet the criteria of independence as
provided under section 149(6) of the Act and have complied with the Code of Conduct as
prescribed in the Schedule IV of the Act, as amended from time to time and Regulation 16
and 25 of Listing Regulations in respect of their position as an "Independent
Director" of Baid Finserv Limited.
Further, pursuant to the provisions of the Companies (Creation and
Maintenance of Databank of Independent Directors) Rules, 2019 and sub rule (1) and (2) of
Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the name
of Independent Directors are included in the Databank maintained by Indian Institute of
Corporate Affairs (IICA). With regard to proficiency of the Independent Directors,
ascertained from the online proficiency self-assessment test conducted by the IICA, as
notified under sub section (1) of Section 150 of the Act, the company has taken on record
the declarations submitted by the Independent Director Mr. Anurag Patni (DIN: 07580695)
Non-Executive and Independent Director he is not required to pass online proficiency
self-assessment test as per proviso to sub-rule (4) of Rule 6 of the Companies
(Appointment and Qualification of Directors) Rule, 2014,
Further Mr. Surendra Kumar Singhi (DIN: 01048397) and Mr. Chaitnya
Sharma (DIN: 10253651) Non-Executive, Independent Directors of the company have registered
their name in the data bank on July 14, 2023 and July 24, 2023 respectively. Accordingly,
they are required to pass online proficiency self-assessment test for Independent
Director's Databank within a period of two years from the date of inclusion of their
name in the data bank.
The Board took on record the declaration and confirmation submitted by
the independent directors regarding them meeting the prescribed criteria of independence,
after undertaking due assessment of the veracity of the same in terms of the requirements
of regulation 25 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations 2015 ("Listing
Regulations").
In the opinion of the Board, the Independent Directors of the Company
fulfill the conditions specified in the Act and Listing Regulations and have complied with
the Code for Independent Directors prescribed in Schedule IV to the Act and are
independent of the management.
12. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND
OTHER EMPLOYEES AND CRITERIA FOR APPOINTMENT OF DIRECTORS
The management of the Company is immensely benefitted from the
guidance, support and mature advice from the members of the Board of Directors who are
also members of the various Committees. The Board consists of the director possessing
diverse skills, rich experience to enhance the quality performance of its Directors.
For the purpose of selection of any Director, the Nomination and
Remuneration Committee identifies persons of integrity who possess relevant expertise,
experience and leadership qualities required for the position. The Committee also ensures
that the incumbent fulfils such criteria with regard to qualifications, positive
attributes, independence, age and other criteria as laid down under the Act, Listing
Regulations or other applicable laws.
The Board of Directors has, on the recommendation of the Nomination and
Remuneration Committee framed a policy on appointment and remuneration of Directors, Key
Managerial Personnel and Senior Managerial Personnel including criteria for determining
qualifications, positive attributes, independence of a Director and other matters as
mandated under Section 178 (3) of the Act and Regulation 19 read with Part D of Schedule
II of the Listing Regulations.
The objective of this Policy is to serve as a guiding charter to
appoint qualified persons as directors on the Board of Directors of the Company
("Directors"), Key Managerial Personnel (the "KMP"), persons who may
be appointed in senior management positions ("SMP"), to recommend the
remuneration to be paid to them and to evaluate their performance.
The Nomination and Remuneration Policy, approved by the Board is
available on the website of the Company and the same can be accessed at https://www.baidfinserv.com/wp-content/uploads/2023/05/Policy/20.%20Nomination%20and%20Remuneration%20Policy.pdf?_t=
1684581018
The salient aspects covered in the Nomination and Remuneration Policy
have been outlined below:
(a) To review the structure, size and composition (including the
skills, knowledge and experience) of the Board at least annually and making
recommendations on any proposed changes to the Board to complement the Company's
corporate strategy, with the objective to diversify the Board;
(b) To identify individuals suitably qualified to be appointed as the
KMPs or in the senior management of the Company;
(c) To recommend to the Board on the selection of individuals nominated
for Directorship;
(d) To make recommendations to the Board on the remuneration payable to
the Directors / KMPs /Senior Officials so appointed /reappointed;
(e) To assess the independence of independent Directors;
(f) such other key issues/matters as may be referred by the Board or as
may be necessary in view of the regulations and provision of the Act and Rules thereunder.
(g) To make recommendations to the Board concerning any matters
relating to the continuation in office of any Director at any time including the
suspension or termination of service of an Executive Director as an employee of the
Company subject to the provision of the law and their service contract;
(h) To ensure that level and composition of remuneration is reasonable
and sufficient, relationship of remuneration to performance is clear and meets appropriate
performance benchmarks;
(i) Performance Evaluation of every Director, Key Managerial Personnel
and Senior Management Personnel.
13. FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
In compliance with the requirements of Regulation 25(7) of the Listing
Regulations, the Company has put in place a Familiarisation Programme for the Independent
Directors to familiarize them with the Company, their roles, rights, duties,
responsibilities in the Company, nature of the industry in which the Company operates,
business model of the Company and other related matters. The details of number of
programmes and number of hours spent by each of the Independent Directors during the
Financial Year 2023-24 and on the cumulative basis, in terms of the requirements of
Listing Regulations are posted on the website of the Company and can be accessed at:
https://www.baidfinserv.com/wp-content/uploads/2024/05/2.-Familiarisation-programme-23-24.pdf
14. NUMBER OF MEETINGS OF BOARD OF DIRECTORS
Regular meetings of the Board are held to discuss and decide on various
business policies, strategies and other matters.
During the period under review, 5 (Five) Meetings of Board of Directors
were held. The requisite quorum was present for all the Meetings. The intervening gap
between the meetings was within the period prescribed under the Act, Secretarial
Standard-1 (SS-1) issued by the Institute of Company Secretaries of India and the
provisions of Listing Regulations. Details of the meeting of board and attendance of the
Directors there at forms part of the "Corporate Governance Report".
| Sr. No Date |
| 1. May 19,2023 |
| 2. August 04, 2023 |
| 3. November 07, 2023 |
| 4. February 09, 2024 |
| 5. March 05, 2024 |
COMMITTEE OF DIRECTORS
The Company has various Committees which have been constituted as a
part of good corporate governance practices and the same are in compliance with the
requirements of the relevant provisions of applicable laws and statutes. The Board has
constituted Eight Committees: i. Audit Committee ii. Nomination and Remuneration Committee
iii. Stakeholders' Relationship Committee iv. Corporate Social Responsibility
Committee v. Risk Management Committee vi. Asset Liability Management Committee vii.
Executive Committee viii. Internal Complaints Committee
The abovementioned committees are formed in compliance with the
provisions of the Act, Listing regulations and other guidelines along with master
circulars issued by the RBI. The Company Secretary is the Secretary of all the
aforementioned Committees.
The Board of Directors and the Committees also take decisions by
Resolutions passed through Circulation which are noted by the Board/ respective Committees
of the Board at their next meetings. During the year under review, 1(One) resolution was
passed by Circulation by the Board of Directors
The Details of Board and Committees including composition and Meetings
held during the Financial Year ended on 31st March, 2024 and attendance thereto
are set out in the Corporate Governance Report enclosed as Annexure I which forms
part of this report.
MEETING OF INDEPENDENT DIRECTORS
A separate meeting of Independent Directors was held on May 19, 2023
without presence of Non-Independent Directors, Members of Management and employees of the
Company as required under the Act and in Compliance with requirement under Schedule IV of
the Act and as per requirements of Listing Regulations and discussed matters specified
therein. The Company Secretary and Compliance Officer of the Company, facilitated the
convening and holding of the meeting upon instructions of the Independent Directors.
The meeting was attended by all the Independent Directors of the
Company.
15. EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS
Performance evaluation is becoming increasingly important for Board and
Directors, and has benefits for individual Directors, Board and the Companies for which
they work. The Securities and Exchange Board of India ("SEBI") has issued a
Guidance Note on Board Evaluation. In terms of the requirement of the Act and the Listing
Regulations, an annual performance evaluation of the Board is undertaken where the Board
formally assess its own Performance, with the aim to improve the effectiveness of the
Board and its Committee Members. The manner for performance evaluation of Directors
(including Independent Directors) and Board as a whole has been covered in the Corporate
Governance Report enclosed as Annexure I which forms part of this report.
16. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 AND INTERNAL COMPLAINT COMMITTEE (ICC).
Your Company has always believed in providing safe and harassment free
workplace for every individual working in its premises through various interventions and
practices. The Company ensures that the work environment at all its locations is conducive
to fair, safe and harmonious relations between employees. It strongly believes in
upholding the dignity of all its employees, irrespective of their gender or seniority.
Discrimination and harassment of any type are strictly prohibited.
The Company has adopted a policy for Prevention, Prohibition and
Redressal of Sexual Harassment of Women at Workplace in line with the requirements of the
Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act,
2013 (POSH Act). The Company has complied with the provisions relating to
constitution of internal complaints committee (ICC) under the POSH Act. All women
employees are covered under this policy. ICC has been set up to redress complaints
received regarding sexual harassment.
The details of the complaints received during the year under review
were as follows:
| Particulars |
Nos. |
| No. of Complaints Pending at the Beginning of the Year |
0 |
| No. of Complaints Received and Resolved during the year |
0 |
| No. of Complaints Pending at the End of the Year |
0 |
17. AUDITORS & AUDITOR'S REPORT
? Statutory Auditors & Audit Report
Pursuant to the provisions of section 139 of the Act, M/s. Khilnani
& Associates, Chartered Accountants (Firm Registration No. 005776C) were appointed as
the Statutory Auditors of the Company, for a term of five years, to hold office from the
conclusion of the 29thAGM held on September 30, 2020 till the conclusion of the
34thAGM.
Further, pursuant to Section 141 of the Act and relevant Rules
prescribed there under, the Company has received a confirmation from the Auditors along
with peer review certificate, that they are eligible to continue with their appointment
and that they are not disqualified in any manner whatsoever from continuing as Statutory
Auditors.
Statutory Auditor provided observation in Audit Report which are given
below
Observation(s) in Audit Report:
In accordance with the Proviso to Rule 3(1) of the Companies (Accounts)
Rules, 2014, which mandates the utilization of accounting software equipped with an audit
trail (edit log) facility from April 1, 2023, it is observed that company has not
implemented this requisite feature in its accounting software.
Management Reply:
The Company is currently using jaguar software for accounting purpose,
as of now jaguar is in process to enable the feature audit trail (edit log) in our
software, as soon as same feature gets updated , we will able to maintain books of account
having feature of recording audit trail (edit log) facility. In case jaguar takes time in
updation, we will approach other vendors in order to comply with the provisions of the
proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014.
Except this, Financial Statements and the Auditor's Report for the
financial year ended on 31st
March, 2024 are free from any qualification, reservation, observation
and adverse remark. Further the notes on accounts are self-explanatory. The Auditors'
Report is enclosed with the Financial
Statements in this Annual Report.
? Secretarial Auditor & Secretarial Audit Report
As per Section 204 of the Act read with rule 9 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, every Listed Company
is required to appoint a Secretarial Auditor to carry out Secretarial Audit of the
Company.
In consonance with the aforementioned requirements, M/s V. M. &
Associates, Company Secretaries (Firm Reg. No. P1984RJ039200) were appointed as
Secretarial Auditors to conduct the secretarial audit of the Company for the financial
year 2023-24.
Secretarial Audit Report in Form MR-3 as issued by M/s V. M. &
Associates, Company Secretaries, in respect of the secretarial audit of the Company for
the financial year ended on 31st March, 2024, is given in Annexure V to
this Report.
In accordance with Regulation 24 A of the Listing Regulations, a report
on secretarial compliance issued by M/s V. M. & Associates, Company Secretaries for FY
2023-24 has been submitted with the stock exchanges. They have stated in the report that
the Company has complied with the provisions of the Act, rules made thereunder,
Secretarial Standards, SEBI Regulations, Guidelines and RBI Master Directions applicable
on the Company.
Both the reports do not contain any qualification, reservation or
adverse remark.
M/s. V. M. & Associates, Company Secretaries (Firm Registration
Number: P1984RJ039200) have confirmed their eligibility and willingness to accept the
re-appointment as Secretarial Auditor of the Company. The Company has received
consent/eligibility certificates from M/s V. M. & Associates, Company Secretaries.
Accordingly, Board in its meeting held on May 27, 2024 has re-appointed M/s V. M. &
Associates, Company Secretaries, Jaipur as Secretarial Auditor (Firm Reg. No.
P1984RJ039200) of the Company to carry out Secretarial Audit of the Company for the
Financial Year 2024-25.
? Internal Auditor
Pursuant to Section 138 of Act read with Companies (Audit and Auditors)
Rules, 2014, every Listed Company is required to appoint an Internal Auditor or a firm of
Internal Auditors to carry out Internal Audit of the Company.
In consonance with the aforementioned requirements, M/s. Shiv Shankar
Khandelwal & Co. (Firm Registration No. 006852C), Chartered Accountants, were
appointed as Internal Auditors to conduct the Internal Audit of the Company for the
Financial Year 2023-24.
The Internal Audit Report for the financial year ended on 31st
March, 2024 was submitted before the audit Committee and Board of Directors.
The Internal Auditor's Report for the financial year ended on 31st
March, 2024 are free from any qualification, reservation, observation and adverse remark.
M/s. Shiv Shankar Khandelwal & Co., Chartered Accountants (Firm
Registration No. 006852C) have confirmed their eligibility and willingness to accept the
appointment. The Company has received consent/eligibility certificates etc. from M/s. Shiv
Shankar Khandelwal & Co., Chartered Accountants.
Accordingly, Board in its meeting held on May 27, 2024 has re-appointed
M/s Shiv Shankar Khandelwal & Co., Chartered Accountants, Jaipur (Firm Reg. No.
006852C) as the Internal Auditor of the Company for the Financial Year 2024-25.
? Cost Audit
The provisions of Section 148 of the Act read with Companies (Cost
Records and Audit) Rules, 2014 are not applicable to the Company. Hence, the maintenance
of the cost records as specified by the Central Government under Section 148(1) of the Act
is not required and accordingly, such accounts and records are not made and maintained.
The Company has not appointed any Cost Auditor during the year.
? REPORTING OF FRAUDS BY AUDITORS
During the year under review, Statutory Auditor, Secretarial Auditor
and Internal Auditor have not reported to the audit committee, under Section 143 (12) of
the Act, any instances of fraud committed against the Company by its officers or
employees.
18. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS IN SECURITIES BY
THE COMPANY
Pursuant to the provisions of Section 186(11) of the Act, read with
Rule 11(2) of the Companies (Meetings of Board and its Powers) Rules, 2014, the loans
made, guarantees given or securities provided or acquisition of securities by a
Non-Banking Financial Company (NBFC) registered with RBI, in the ordinary course of its
business are exempted from the applicability of Provisions of Section 186 of the Act. As
such the particulars of loans and guarantee have not been disclosed in this Report.
Further, particulars of Loans given and investments made by the company for the financial
year ending March 31, 2024 are given under Note no. 4 and 5 respectively of the Financial
Statements of the company forming part of this Annual Report.
19 . RELATED PARTY TRANSACTIONS
All contracts/arrangement/transactions entered by the Company during
Financial Year 2023-24 with related parties were in compliance with section 188 of the
Act, Regulation 23 of Listing regulations and IND AS-24 and are disclosed under Note No. 6
of the Notes to Standalone Financial Statements for the year ended March 31, 2024. Prior
omnibus approval of the Audit Committee is obtained for all related party transactions
which are foreseen and of repetitive nature.
Pursuant to the said omnibus approval, details of transaction entered
into with related parties is also reviewed by the Audit Committee on a quarterly basis.
All related party transactions entered during Financial Year 2023-24 were in the ordinary
course of business and on arm's length basis and not material under the Act and SEBI
Listing Regulations. None of the transactions required members' prior approval under
the Act or SEBI Listing Regulations.
Further, there are no materially significant related party transactions
during the year under review made by the Company with Promoters, Directors, Key Managerial
Personnel or other designated persons which may have a potential conflict with the
interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.
The Company has adopted a policy on materiality of related party
transactions and on dealing with Related Party Transactions and the same is disclosed on
the website of the Company and can be accessed at
https://www.baidfinserv.com/wp-content/uploads/2023/05/Policy/11.%20POLICY%20FOR%20Materiality%20of%20RPT.pdf?_t=16845
81018
20. RISK MANAGEMENT
Risk Management is an integral part of the Company's business
strategy with focus on building risk management culture across the organization. The
Company has developed and implemented a risk management policy which encompasses practices
relating to identification, assessment monitoring and mitigation of various risks to key
business objectives. The Risk management framework of the Company seeks to minimize
adverse impact of risks on our key business objectives and enables the Company to leverage
market opportunities effectively.
The various key risks to key business objectives are as follows:
Liquidity Risk: It is the risk that the Company will be unable to
meet its financial commitment to a Bank/ Financial Institution in any location, any
currency at any point in time. Liquidity risk can manifest in three different dimensions
for the Company.
Time Risk: To compensate for non-receipt of expected inflows of
funds.
Call Risk: Due to crystallization of contingent liabilities or
inability to undertake profitable business opportunities when desirable.
Interest Rate Risk: It is the risk where changes in market interest
rates might adversely affect the
Company's financial condition. The short term/immediate impact of
changes in interest rates are on the Company's Net Interest Income (NII). On a longer
term, changes in interest rates impact the cash flows on the assets, liabilities and
off-balance sheet items, giving rise to a risk to the net worth of the Company arising out
of all re-pricing mismatches and other interest rate sensitive positions.
Strategic Risk: Strategic or business risk is the risk associated
with the formulation and execution of an organisation's strategy.
The Company's Risk Management Policy is put up on the
Company's website and can be accessed through web link https://www.baidfinserv.com/wp-content/uploads/2023/05/Policy/9.%20Risk%20Mangement%20Policy.pdf?_t=1684581018
Risk Treatment
To prioritize risk control actions in terms of their potential to
benefit the organization. Risk treatment includes risk control/ mitigation and extends to
risk avoidance, risk transfer (insurance), risk financing, risk absorption etc. for-
a) Effective and efficient operations b) Effective Internal Controls c)
Compliance with laws and regulations
Risk Treatment shall be applied at all levels through carefully
selected validations at each stage to ensure smooth achievement of the objective.
21. INTERNAL FINANCIAL CONTROL SYSTEMS
The Company believes that internal control is a necessary prerequisite
of Governance and that freedom should be exercised within a framework of checks and
balances. The Company has a well-established internal control framework, which is designed
to continuously assess the adequacy, effectiveness and efficiency of financial and
operational controls. The financial control framework includes internal controls,
delegation of authority procedures, segregation of duties, system access controls and
document filing and storage procedures.
The management is committed to ensure an effective internal control
environment, commensurate with the size, scale and complexity of the business, which
provides an assurance on compliance with internal policies, applicable laws, regulations
and protection of resources and assets. The control system ensures that the Company's
assets are safeguarded and protected and also takes care to see that revenue leakages and
losses to the Company are prevented and our income streams are protected. The control
system enables reliable financial reporting. The Audit Committee reviews adherence to
internal control systems and internal audit reports.
The Company has received report on Internal Financial Controls from
statutory auditors of the company.
22. DETAILS RELATING TO DEPOSITS
Being a non-deposit taking NBFC, the Company has not accepted any
deposit within the meaning of the Companies (Acceptance of Deposits) Rules, 2014 or
Chapter V of the Act, and guidelines and directions of Non-Banking Financial Companies
(Acceptance of Public Deposits) (Reserve Bank) Directions, 2016 as prescribed by RBI in
this regard and as such no details are required to be furnished.
23. MANAGEMENT DISCUSSION & ANALYSIS REPORT
A separate Section on Management's Discussion and Analysis Report
is included as Annexure VI of the Annual Report, pursuant to Regulation 34(2) (e)
of Listing Regulations.
24. CORPORATE GOVERNANCE REPORT
Your Company practices a culture that is built on core values and
ethical governance practices. The Company is committed to maintain the highest standards
of Corporate Governance and adhere to the Corporate Governance requirements set out by the
Securities and Exchange Board of India
("SEBI"). The Company has also implemented several best
governance practices. The report on Corporate Governance for the Financial Year ended on
March 31, 2024 along with Certificate issued by the M/s V.M. & Associates, Company
Secretaries confirming the compliance to applicable requirements related to corporate
governance as stipulated under Schedule V of the Listing Regulations forms part of this
Annual Report as Annexure I.
Compliance reports in respect of all laws applicable to the Company
have been reviewed by the Board of Directors of the Company.
25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars with respect of conservation of energy, technology
absorption, foreign exchange earnings and outgo:
The information required under Section 134(3) (m) of the Act, read with
the Companies (Accounts) Rules, 2014 relating to the conservation of energy and technology
absorption, foreign exchange earnings and outgo are given below:
(a) Conservation of energy:
| I the steps taken or impact on conservation of energy |
? The operations of the Company, being Financial Services
related, require normal consumption of electricity. However, the Company is making
necessary efforts to reduce the consumption of energy. |
|
? The office of the Company has been using LED bulbs that
consume less electricity as compared to CFL and incandescent bulbs. The Company has
increased the usage of low electricity consuming monitors in place of conventional
monitors. The Company has started buying the new energy efficient computers that
automatically goes into low power ‘sleep' mode or off- mode when not in use. The
Company is, constantly pursuing its goal of technological up- gradation in a
cost-effective manner for delivering quality customer service. |
| II the steps taken by the Company for utilizing alternate
sources of energy III the capital investment on energy conservation equipment |
The Company has installed a solar panel at its registered
office which produces energy and provides power to the equipments of complete office. In
view of the nature of activities carried on by the Company, there is no capital investment
on energy conservation equipment except installed solar panel at its registered office. |
(b) Technology absorption:
| I the efforts made towards technology absorption |
Your Company being a Non-Banking Finance Company, its
activities do not require adoption of any specific technology. However, your Company has
been in the forefront in implementing latest information technologies & tools towards
enhancing our customer convenience and continues to adopt and use the latest technologies
to improve the productivity and quality of its services. The Company's operations do
not require significant import of technology. |
| II The benefits derived like product improvement cost
reduction, product development or import substitution |
N.A. |
| III Technology Imported during the last three years |
|
| (a) The details of technology imported |
N.A. |
| (b) The year of import |
N.A. |
| (c) Whether the technology been fully absorbed |
N.A. |
| (d) If not fully absorbed, areas where absorption has not
taken place, and the reasons thereof |
N.A. |
| IV The expenditure incurred on Research and Development |
Considering the nature of services and businesses, no
specific amount of expenditure is earmarked for Research and Development. However, the
Company on an ongoing basis strives for various improvements in the products, platforms,
and processes . |
(c) Foreign Exchange earnings and Outgo:
Foreign exchange earnings and outgo is reported to be NIL during
the financial year under review.
26. CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility is an Integral part of our culture. The
Company's CSR policy is committed towards CSR Activities in compliance with the
requirements of Section 135 of the Act read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, and as per the Schedule VII of the Act. The Board of
Directors have constituted a Corporate Social Responsibility (CSR) Committee. The details
of membership of the Committee and the meetings held are detailed in the Corporate
Governance Report, forming part of this Report.
As per the provisions of Section 135 and rules made thereunder, if the
company spends an amount in excess of the requirements then it may set off such excess
amount during succeeding financial years after passing Board Resolution and any short fall
in spending the CSR amount unless such amount relates to any outgoing project needs to be
transferred to the fund specified in the Schedule VII of the Act within six months from
the end of Financial Year.
Also, Company is required to take certificate from Chief Financial
officer of the Company certifying that funds so disbursed have been utilized for the
purposes and in the manner as approved in accordance with the Rule 4 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014. In compliance with the same, company
has received certificate from Mr. Aditya Baid, Chief Financial Officer of the Company
certifying that funds so disbursed are utilized for the purposes and in the manner as
approved by the Board of Directors.
A detailed breakup of expenditure carried out and other details related
to CSR activities has been disclosed in the Annual Report on Corporate Social
Responsibility annexed with Board's Report as Annexure-II.
The CSR Policy, approved by the Board, is available on the website of
the Company, the same can be accessed through web link https://www.baidfinserv.com/wp-content/uploads/2023/05/Policy/18.%20Corporate-Social-Responsibility-Policy.pdf?_t=1684581018
27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/
TRIBUNALS
There were no significant and material orders passed by the Regulators
or Courts or Tribunals during the year impacting the going concern status and the
operations of the Company in future pursuant to Rule 8 (5) (vii) of the Companies
(Accounts) Rules, 2014 .
28. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
In line with the Section 177(9) of the Act and Regulation 22 of SEBI
Listing Regulations, and the principles of good governance, the Company has devised and
implemented a vigil mechanism, for directors and employees in the form of 'Whistle-Blower
Policy' to report concerns regarding the unethical behavior, suspect or actual fraud,
violation of code of conduct of the company. Detailed information on the Vigil Mechanism
of the Company is provided in the Report on the Corporate Governance which forms part of
the Annual Report.
The policy is available on the website of the Company and can be
accessed through the Web Link
https://www.baidfinserv.com/wp-content/uploads/2023/05/Policy/14.%20Whistle%20Blower%20Mechanism%20Policy.pdf?_t=16845
81010
29. EXTERNAL RATINGS
The credit ratings continue to reflect your Company's healthy
earning profile, adequate capitalization, strong net worth base and steady improvement in
its scale of operations. During the Financial Year under review, your Company has been
re-affirmed credit rating by CARE Ratings, vide its letter dated September 27, 2023 in
respect of bank facilities. The detail of which are as follows:-
| Facility |
Rating Agency |
Rating |
Outlook |
| Fund Based |
CARE |
CARE BBB: Stable/ Care A3 ( Triple B Outlook: Stable /A
Three) |
Stable |
30. DISCLOSURE ON SECRETARIAL STANDARDS:
During the period under review, applicable Secretarial Standards, i.e.
SS-1 and SS-2, relating to
‘Meetings of the Board of Directors' and ‘General
Meetings', respectively, issued by The Institute of Company Secretaries of India have
been duly followed by the Company and the Company have devised proper systems to ensure
compliance with the provisions of all applicable Secretarial Standards and that such
systems are adequate and operating effectively.
31. RBI COMPLIANCES
Your Company is a Non-Banking Non Deposit Taking Non Systemically
Important Investment and credit Company ("NBFC-ICC"), and continues to
comply with the applicable regulations and guidelines of Reserve Bank of India and
provisions as prescribed in Master Direction Reserve Bank of India (Non-Banking Financial
Company Scale Based Regulation) Directions, 2023 as amended from time to time.
The Company has been identified for categorisation as NBFC-Base Layer
under Scale Based Supervision Regulation (SBSR), a Revised Regulatory Framework for NBFCs
Further, your Company has complied with all the rules and procedure as
prescribed in above mentioned master directions and any other circulars &
notifications, time to time, issued by Reserve Bank of India.
32. PARTICULARS OF REMUNERATION OF DIRECTORS, KMPs AND EMPLOYEES
(A) The statement containing names of employees in terms of
remuneration drawn and the particulars of employees as required under Section 197(12) of
the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided in a separate Annexure III forming
part of this report.
(B) The ratio of the remuneration of each Director to the median
employee's remuneration and other details in terms of sub-section 12 of Section 197
of the Act read with Rule 5(1) of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are forming part of this report as Annexure IV.
33. MANAGING DIRECTOR AND CFO CERTIFICATE
The Chairman and Managing Director and the Chief Financial Officer of
the Company give annual certification on financial reporting and internal controls to the
Board in terms of Regulation 17(8) of the Listing Regulations. The Chairman and Managing
Director and the Chief Financial Officer also give quarterly certification on financial
results while placing the financial results before the Board in terms of Regulation 33(2)
of Listing Regulations. The annual certificate given by the Chairman and Managing Director
and the Chief Financial Officer is published in this Report.
34. PREVENTION OF INSIDER TRADING
Pursuant to the provisions of the Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"), as
amended, the Board has formulated and implemented a Code of Conduct to regulate, monitor
and report trading by its designated person and other connected person and Code of
Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information.
The trading window is closed during the time of declaration of results and occurrence of
any material events as per the code. The same is available on the Company's website
and can be accessed through web link. https://www.baidfinserv.com/wp-content/uploads/2023/05/Policy/22.%20Prohibition-Of-Fradulent-Un-FairTrade-Practice-relating-to-Securities-Market.pdf?_t=1684581018
Further, as per the provisions of Regulation 3 of Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 the structured
digital database (SDD) is maintained by the Company in Orion Legal Compliance Software for
the purpose of maintaining record of unpublished price sensitive information
("UPSI") shared with various parties on need to know basis for legitimate
purposes with date and time stamp containing all the requisite information that needs to
be captured in SDD.
35. COMPLIANCE WITH THE CODE OF CONDUCT AND ETHICS
In compliance with the Listing Regulations and Act, the Company has
framed and adopted a code of conduct and ethics ("the code"). The code is
applicable to the members of the Board, the executive officers and all the employees of
the Company.
All the members of the Board and Senior Management Personnel have
affirmed compliance to the code for the Financial Year ended on March 31, 2024 and a
declaration to this effect signed by the
Chairman and Managing Director forms part of the Corporate Governance
Report as Annexure I.
36. DISCLOSURE OF ACCOUNTING TREATMENT
The Financial Statement of the Company for FY 2023-24have been prepared
with the applicable accounting principles in India and the mandatory Indian Accounting
Standard (‘Ind-AS') as prescribed under Section 133 of the Act read with
the rules made there under.
37. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to sub section 3 (c) of Section 134 of the Act, the Board of
Directors of the Company hereby state and confirm that:
i. in the preparation of the annual accounts for the year ended on
March 31, 2024, the applicable accounting standards have been followed and there are no
material departures from the same; 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 ended on March 31, 2024 and of the profit and
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 provisions 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 have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively; and
vi. the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
38. DISCLOSURE OF CERTAIN TYPE OF AGREEMENTS BINDING ON COMPANY
There are no agreement impacting management or control of the Company
or imposing any restriction or create any liability upon the Company as specified in
Schedule III, Para A, Clause 5A of Listing Regulations.
39. OTHER DISCLOSURES
Other disclosures with respect to Board's Report as required under
the Act, Rules notified thereunder and Listing Regulations are either NIL or Not
Applicable.
40. ACKNOWLEDGEMENTS
Your Board acknowledges with appreciation, the invaluable support
provided by the Reserve Bank of India, Securities and Exchange Board of India, Ministry of
Corporate Affairs, Central Registry of Securitisation Asset Reconstruction and Security
Interest of India, Bankers & Lenders, Company's shareholders, auditors, advisors,
business partners, all its customers for the patronage received from them including
officials there at from time to time. The Board would also like to thank the BSE Limited,
National Stock Exchange of India Ltd., National Securities Depository Limited, Central
Depository Services (India) Limited, MCS Registrar and Share transfer
Agent (Registrar and Share Transfer Agent) and the Credit Rating Agency(ies) for their
continued co-operation.
Your Board records with sincere appreciation the valuable contribution
made by employees at all levels and looks forward to their continued commitment to achieve
further growth and take up more challenges that the Company has set for the future.
| Date: May 27, 2024 |
For and on behalf of The Board |
| Place: Jaipur |
Baid Finserv Limited |
| Registered. Office: "Baid House", IInd Floor, |
Formerly Known as Baid Leasing and |
| 1, Tara Nagar, Ajmer Road, Jaipur-302006 |
Finance Co. Ltd. |
|
Sd/- |
|
Panna LaL Baid |
|
Chairman and Managing Director |
|
DIN: 00009897 |
|