To The Members,
Your Directors have pleasure in presenting the 32nd Annual Report of your
Company together with the Audited Statements of Accounts for the year ended March 31,
2024.
Financial Highlights
The financial performance of the Company is summarized hereunder:
( in Lac)
| Particulars |
2023-24 |
2022-23 |
| Revenue from Operation |
138.26 |
59.91 |
| Profit /(Loss) before Tax & Extraordinary Item |
6.97 |
6.95 |
| Less : Provision for Tax |
1.81 |
1.81 |
| Profit / (Loss) after Tax |
5.16 |
5.14 |
| Less : Extra-Ordinary Items |
0.00 |
0.00 |
| Add: Profit/(Loss) brought forward from Previous Year |
67.53 |
62.39 |
| Balance of Profit / (Loss) carried forward |
72.69 |
67.53 |
State of Company's Affairs and Future Outlook
The Company achieved a Turnover of 138.26 lakhs during the Financial Year 2023-24, as
against
59.91 lakhs in 2022-23, registering a growth of 130.78 % over the last year. During the
year Profit/ (Loss) before Tax & Extraordinary Item stood at 6.97 lakhs as against
6.95 lakhs during the previous year. The Net Profit for the year 2023-24 stood at 5.16 as
compared to 5.14 lakhs, during the previous year.
The company is willing to continue to be in the business of Investment in financing but
is also willing to invest wisely so, as the Company can be a profit making entrepreneur,
during the year and thus, it can deliver to its Shareholders.
Change(s) in the Nature of Business
During the year under review, there was no change in the nature of the business of the
Company.
Capital Structure & Changes in Share Capital
During the year under review, there were no changes in the Capital Structure as well as
in Share Capital of the Company.
Dividend
Due to marginal profit, the Directors do not recommend any Dividend for the year under
review.
Demat Suspense Account/ Unclaimed Suspense Account
There were no shares underlying in the demat suspense account or unclaimed suspense
account.
Transfer to Reserves
During the year under review, the Company has transferred to reserves in accordance
with the requirements of Section 45-IC (1) of the Reserve Bank of India Act, 1934.
Joint Ventures, or Associate or Subsidiaries, Companies, which become or ceased, during
the year
The Company did not have any subsidiary, joint venture or associate company, during the
year under review.
Directors and Key Managerial Personnel
Details of Directors and Key Managerial Personnel (KMP) appointed, re-appointed or
resigned during the year are as below:
| Sl. No. Name |
Date of Appointment/ Re-appointment/ Resignation |
1. Mr. Vishal Chhaparia |
Resigned, w.e.f. 24 June, 2023, as an Independent Director. |
2. Mr. Sanjeeban Chakraborty |
Appointed, w.e.f. 4 May, 2023, as an Independent Director
(Additional). |
3. Mr. Sanjeeban Chakraborty |
Resigned, w.e.f. 29 December, 2023, as an Independent Director. |
4. Mrs. Swapna Singh |
Appointed, w.e.f. 7 December, 2023, as an Independent Director
(Additional). |
Mr. Dinesh Kumar Patnia, is liable to retire by rotation at the ensuing Annual General
Meeting and being eligible, has offered himself for re-appointment.
None of the Directors of the Company have incurred any disqualification under Section
164(2) of the Companies Act, 2013 (the Act), read with Rule 14(1) of the Companies
(Appointment and Qualification of Directors) Rules, 2014. All the Directors have confirmed
that they are not debarred from accessing the capital market as well as from holding the
office of Director pursuant to any Order of Securities and Exchange Board of India or
Ministry of Corporate Affairs or any other such regulatory authority.
In the view of the Board, all the Directors possess the requisite skills, expertise,
integrity, competence, as well as experience considered to be vital for business growth.
Information regarding the Directors seeking appointment/re-appointment as required by
Regulation 36 of the Listing Obligations and Disclosures Requirement, Regulations 2015
(Listing Regulations) and Secretarial Standard-2 has been given in the notice convening
the ensuing Annual General Meeting.
Apart from the aforesaid, no changes in the KMP's and Directors have taken place during
the year under review.
Declaration given by the Independent Directors under Section 149(7) of the Act
The Company has received declarations from all the Independent Directors confirming
that they meet the criteria of independence as prescribed under Section 149 of the Act as
well as Listing Regulations, if any applicable. The Independent Directors have also
submitted a declaration confirming that they have registered their names in the databank
of Independent Directors as being maintained by the Indian Institute of Corporate Affairs
(IICA) in terms of Rule 6 of the Companies (Appointment and Qualification of Directors)
Rules, 2014.
None of the Independent Directors are aware of any circumstance or situation, which
exist or may be reasonably anticipated, that could impair or impact their ability to
discharge their duties with an objective independent judgement and without any external
influence. The Board of Directors have taken on record the declaration and confirmation
submitted by the Independent Directors after undertaking due assessment of the same and in
their opinion the Independent
Directors are persons of integrity, expertise and experience and fulfill the conditions
specified in the Act and Listing Regulations, if any applicable and are independent of the
management.
The Independent Directors have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act along with the Code of Conduct for Directors,
formulated by the Company as per Listing Regulations, if any applicable.
Company's Policy on appointment and remuneration of Directors, Key Managerial Personnel
On the recommendation of Nomination and Remuneration Committee, the Company has
formulated and adopted a Nomination and Remuneration Policy which is in accordance with
the Act and the Listing Regulations, if applicable.
The Nomination and Remuneration Policy of the Company has been designed with the
following basic objectives:
a. to set out a policy relating to appointment and remuneration of Directors, Key
Managerial Personnel's and other employees of the Company;
b. to ensure that the Company is able to attract, develop and retain high-performing
and motivated Executives in a competitive international market;
c. to ensure that the Executives are offered a competitive and market aligned
remuneration package, with fixed salaries being a significant remuneration component, as
permissible under the Applicable Law;
d. to ensure that the remuneration of the Executives are aligned with the Company's
business strategies, values, key priorities and goals;
e. setting up the Board Diversity Criteria.
Number of Meetings of the Board
The Board of Directors of the Company, met 5 (Five) times, during the Financial Year
2023-24, i.e., 30/05/2023, 08/08/2023, 10/11/2023, 07/12/2023 and 09/02/2024. At least 1
(one) Board Meeting was held in every quarter and the time gap between any 2 (two) Board
Meetings did not exceed 120 days as prescribed under the SEBI Listing Regulations and the
Act.
Separate Meeting of Independent Directors
During the year under review, the Independent Directors met on March 29, 2024 without
the presence of Non-Independent Directors and members of the Management and, inter alia:
(i) reviewed the performance of Non-Independent Directors and the Board as a whole;
(ii) reviewed the performance of the Chairperson of the Company, taking into account the
views of Executive Directors and Non-Executive Directors; (iii) assessed the quality,
quantity and timeliness of flow of information between the Company management and the
Board that is necessary for the Board to effectively & reasonably perform their
duties.
All Independent Directors were present at the meeting. The Independent Directors
present at the meeting deliberated on the above and expressed their satisfaction.
Corporate Social Responsibility
As, per Section 135 of the Act, net worth not exceeding Rupees Five Hundred Crore or
more, or turnover of Rupees not exceeding One Thousand Crore or more or a net profit not
exceeding Rupees Five Crore or more during the immediately preceding financial year, so
the same was not applicable to the Company.
Performance Evaluation of the Board, the Committees and the Individual Directors
Pursuant to the provisions of the Act and the SEBI Listing Regulations, if applicable,
the Nomination and Remuneration Committee has laid down the criteria for performance
evaluation on the basis of which the Board has carried out evaluation of its own
performance, the performance of Board Committees and of the Independent Directors
individually.
During the financial year, the Board of Directors adopted a formal mechanism for
evaluation of its performance as well as that of its Committees and individual Directors
including Chairman of the Board. Through a structured evaluation process covering various
aspects of the Board's functioning such as governance issues, performance of specific
duties and obligations, experience and competencies. Separate exercise was carried out to
evaluate the performance of individual Directors including the Chairman of the Board based
on the parameters such as attendance at Board / Committee Meetings, contribution at Board
/ Committee Meetings and guidance given to Management and also based on questionnaire and
feedback from all the Directors as a whole, Committee and self-evaluation.
A separate meeting of Independent Directors was convened during the month of March 29,
2024, which reviewed the performance of the Board as a whole, the Non-Independent
Directors and the Chairman of the Board. After the conclusion of the Independent Directors
Meeting, the feedback of Independent Directors were discussed by the Chairman of
Nomination and Remuneration Committee with the Chairman of the Board, covering the
performance of the Board as a whole, performance of Non-Independent Directors and the
performance of the Chairman of the Board.
The performance evaluation of the Board was carried out based on the following:
Board's structure and composition
Establishment and Delineation of responsibilities to Committees Efficacy of
communication with external stakeholders Effectiveness of Board process, information and
functioning.
Committees of the Board
As on March 31, 2024, the Company has the following Committees:
- Audit Committee;
- Nomination and Remuneration Committee;
- Stakeholder's Relationship Committee; and
- Share Transfer Committee;
The aforesaid Committee deals with specific areas/activities that need a closer review
and to have an appropriate structure for discharging its responsibilities.
Audit Committee
The Audit Committee consists of three Directors out of which two are Independent
Directors, and the Managing Director. All members of the Audit Committee are financially
literate and they have accounting or related financial management expertise.
The primary purpose of the Audit Committee is to assist the Board of Directors (the
“Board”) of Minolta Finance Ltd. (the “Company”) in fulfilling its
oversight responsibilities with respect to
(a) the accounting and financial reporting processes of the Company, including the
integrity of the audited financial results and other financial information provided by the
Company to its stockholders, the public, stock exchanges and others, (b) the Company's
compliances with legal and regulatory requirements, (c) the Company's independent
auditors' qualification and independence, (d) the audit of the Company's Financial
statements, and the performance of the Company's internal audit function and its
Independent Auditors.
Terms of Reference
The terms of reference of the Audit Committee as approved by the Board are as required
under Act and NBFC Regulations.
The members of Audit Committee met 4 (Four) times on 30/05/2023, 08/08/2023, 10/11/2023
and 09/02/2024, during the Financial Year ended on March 2024.
| Name |
Position |
Category |
Meetings Attended |
Mr. Sanjeeban Chakraborty*@ |
Chairman |
Independent, Non-Executive |
2/2 |
Mr. Dinesh Kumar Patnia |
Member |
Executive Director |
4/4 |
Mr. Vishal Chhaparia # |
Chairman |
Independent, Non-Executive |
1/1 |
| Mr. Pankaj Kumar |
Member |
Independent, Non-Executive |
4/4 |
Mrs. Swapna Singh^ |
Chairman |
Independent, Non-Executive (Additional) |
1/1 |
#Resigned w.e.f. 24/06/2023 from the closure of the business hour. @ Resigned w.e.f.
29/12/2023 from the closure of the business hour. *Appointed w.e.f 04/05/2023 ^ Appointed
w.e.f 07/12/2023
The Committee reviews various aspects of the internal control system, financial and
risk management policies. The management makes a presentation before the Audit Committee
on the observation and recommendation of the Statutory and Internal Auditors to strengthen
control and compliance.
Nomination and Remuneration Committee
The Company has constituted Remuneration Committee. The Committee has power to regulate
its Meetings and proceedings. The Remuneration Policy relating to the remuneration of the
Directors, Key Managerial Personnel and other employees form the part of the Directors
Report.
The Committee met two times during the year on dated 04/05/2023, 29/07/2023 and
07/12/2023 during the Financial Year ended on 31st March 2024. The Composition
of the Nomination and Remuneration Committee and their attendance to the meetings of the
committee are as under:-
Name |
Position |
Category |
Meetings Attended |
Mr. Sanjeeban Chakraborty#@ |
Chairman |
Independent, Non-Executive |
2/2 |
Mr. Dinesh Kumar Patnia |
Member |
Executive Director |
3/3 |
| Mr. Pankaj Kumar |
Member |
Independent, Non-Executive |
3/3 |
Mr. Vishal Chhaparia ^ |
Chairman |
Independent, Non-Executive |
1/1 |
# Appointed w.e.f 04/05/2023
@ Resigned w.e.f. 29/12/2023 from the closure of the business hour. ^ Resigned w.e.f.
24/06/2023 from the closure of the business hour.
Stakeholders' Relationship Committee
The Board of Directors of the Company constituted its Shareholders' and Investors'
Grievance Committee. This Committee was constituted to specifically look into the
shareholders' and investors' complaints on matters relating to transfer of shares,
non-receipt of annual report, non-receipt of dividend, payment of unclaimed dividends etc.
In addition, the Committee also looked into matters that can facilitate better investor
services and relations. The Board was kept apprised of all the major developments on
investors' issues through various reports and statements furnished to the Board from time
to time throughout the year.
In compliance with the provisions of section 178 of the Act, the Board renamed the
Committee as 'Stakeholders Relationship Committee' and revised the terms of reference of
said Committee as follows:
1. To look into the redressal of complaints of security-holders on matters relating to
transfer of shares, dematerialisation of shares, non-receipt of annual report, non-receipt
of dividend, matters relating to issue of new share certificates etc.
2. To look into matters that can facilitate better security-holders services and
relations.
3. Review of measures taken for effective exercise of voting rights by shareholders.
4. Review of adherence to the service standards adopted by the listed entity in respect
of various services being rendered by the Registrar & Share Transfer Agent.
The Share Department of the Company and the Registrar and Share Transfer Agent, Niche
Technologies Pvt. Ltd. attended to all grievances of the shareholders and investors
received directly or through SEBI, Stock Exchanges and Registrar of Companies etc.
The Minutes of Stakeholders Relationship Committee are noted by the Board of Directors
at the Board Meetings.
Continuous efforts are made to ensure that grievances are more expeditiously redressed
to the complete satisfaction of the investors. Shareholders are requested to furnish their
telephone numbers and email addresses to facilitate prompt action.
During the year under review, the Committee met on 29/09/2023 to, inter alia, reviews
the status of investors' services rendered. The Committee expressed its satisfaction on
the overall status of compliance and actions taken on various matters.
Brief Details of Names, Position, Category and meeting attended by Members of Committee
is as follows:
| Name |
Position |
Category |
Meetings Attended |
Mr. Sanjeeban Chakraborty#@ |
Chairman |
Independent, Non-Executive |
1/1 |
| Mrs. Papiya Nandy |
Member |
Independent, Non-Executive |
1/1 |
| Mr. Pankaj Kumar |
Member |
Independent, Non-Executive |
1/1 |
# Appointed w.e.f 04/05/2023
@ Resigned w.e.f. 29/12/2023 from the closure of the business hour.
Share Transfer Committee
The Board of Directors has constituted Share Transfer Committee under the Chairmanship
of Mr. Dinesh Kumar Patnia; Chairman with two other Independent Directors.
The members of Share Transfer Committee met one time on September 29, 2023 during the
Financial Year ended on 31st March 2024.
Name |
Position |
Category |
Meetings Attended |
Mr. Dinesh Kumar Patnia |
Chairman |
Executive Whole time |
1/1 |
Mr. Sanjeeban Chakraborty#@ |
Member |
Independent, Non- Executive |
1/1 |
Mr. Pankaj Kumar |
Member |
Independent, Non- Executive |
1/1 |
# Appointed w.e.f 04/05/2023
@ Resigned w.e.f. 29/12/2023 from the closure of the business hour.
Familiarization Programme
The Company has familiarized the Independent Directors with the Company, their roles,
responsibilities in the Company, nature of industry in which the Company operates,
business model of the Company, etc. The details relating to the familiarization programme
are available on the website of the Company at www.minolta.co.in
Fit and proper criteria & Code of Conduct
All the Directors meet the fit and proper criteria stipulated by the Reserve Bank of
India (“RBI”). All the Directors of the Company have affirmed compliance with
the Code of Conduct of the Company.
Credit Rating
The Company has successfully registered with Experian, a leading credit rating agency.
We are currently in the process of securing additional memberships with other reputable
credit rating agencies to further enhance our financial credibility and standing in the
market.
Annual Return
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, as
amended, read with Rule 12 of the Companies (Management and Administration) Rules, 2014,
the draft Annual Return of the Company for the Financial Year ended March 31, 2024 is
available on the website of the Company at www.minolta.co.in
Risk Management Policy
The Company has a Risk Management Policy which lays down the framework for
identification and mitigation of various risks. The specific objectives of the Risk
Management Policy are to ensure that all the current and future material risk exposures of
the Company are identified, assessed, quantified, appropriately mitigated and managed, to
establish a framework for the Company's risk management process.
The Risk Management Framework emphasises proper analysing and understanding the
underlying risks before undertaking any transaction. This enables a proper assessment of
all risks and ensures that the transactions and processes conform to the Company's risk
appetite and regulatory requirements.
The Risk Management Policy is discussed at the meeting of the Audit Committee of the
Board of Directors. The management accepts the suggestions with regard to mitigation of
risks that may arise in future. Further, in the opinion of the Board, there are no
existing factors which threaten the existence of the Company.
Internal Financial Control Systems with reference to Financial Statements and its
adequacy
According to Section 134(5) (e) of the Act, the term Internal Financial Control
(‘IFC') means the policies and procedures adopted by the Company for ensuring the
orderly and efficient conduct of its business, including adherence to Company's policies,
the safeguarding of its assets, the prevention and early detection of frauds and errors,
the accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information.
The Company has adequate Internal Financial Control systems and procedures which are
commensurate with its size and nature of business. It is ensured that all the assets are
safeguarded and protected against loss and all transactions are authorized, recorded and
reported correctly. The Internal Financial Control systems of the Company are monitored
and evaluated and reviewed by the Audit Committee.
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. In
this regard, the Board confirms the following:
1) Systems have been laid to ensure that all transactions are executed in accordance
with management's general and specific authorization;
2) Systems and procedures exist to ensure that all transactions are recorded, as
necessary to permit preparation of Financial Statements in conformity with Generally
Accepted Accounting Principles or any other criteria applicable to such statements, and to
maintain accountability for aspects and the timely preparation of reliable financial
information;
3) Access to assets is permitted only in accordance with management's general and
specific authorization. No assets of the Company are allowed to be used for personal
purposes, except in accordance with terms of employment or except as specifically
permitted;
4) The existing assets of the Company are verified/ checked at reasonable intervals and
appropriate action is taken with respect to differences, if any; and
5) Proper systems are in place for prevention and detection of frauds and errors and
for ensuring adherence to the Company's policies.
Management Discussions & Analysis Report
The Management Discussion and Analysis Report, in terms of Regulation 34, read with
Schedule V of the SEBI Listing Regulations, form part of this Report.
Management Discussion and Analysis Report, comprising an overview of the financial
results, operations / performance and future prospects of the Company is annexed and forms
part of this Report.
Corporate Governance Report
As, per Regulation 15 of the SEBI Listing Regulation, the paid up equity share capital
not exceeding Rupees Ten Crore and net worth not exceeding Rupees Twenty Five Crore, as on
the last day of the previous financial year so, the provisions as specified in regulations
17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t)] of
sub-regulation (2) of regulation 46 and the para C, D and E of Schedule V, were not
applicable to the Company.
Particulars of Loans, Guarantees or Investments
The loan and guarantee given by the Company during the Financial Year ended March 31,
2024 are within the limits prescribed under Section 186 of the Act. Further, the details
of the said loan given, guarantee given and investment made are provided in the Notes to
the Financial Statements of the Company.
Compliance with Secretarial Standards
During the Financial Year 2023-24, the Company has complied with all the relevant
provisions of the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India.
Human Resources and Industrial Relations
Employees are the most valuable and indispensable asset for a Company. A Company's
success depends on the ability to attract, develop and retain best talent at every level.
The Company has always been proactive in providing growth, learning platforms, safe
workplace and personal development opportunities to its workforce. Company strives to
maintain a skilled and dedicated workforce, representing diverse experiences and
viewpoints. The human resource department of the Company are rooted in ensuring a fair and
reasonable process for all-round development and upliftment of talent through its
persistent effort. During the year, the Company continued to introduce initiatives and
tools that helped continuous learning and development of new skills.
Particulars of Contracts or Arrangements with Related Parties
There was no Related Party Transactions (RPT) entered into by the Company, during the
Financial Year, which attracted the provisions of the Section 188 of the Act. There being
no ‘material' related party transactions as defined under SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, so, there are no details to be disclosed
in form AOC-2 in this regard.
During the year 2023-24, pursuant to section 177 of the Act and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, all RPT were placed before the
audit committee for its Prior/omnibus approval.
Material Changes and Commitments, if any, affecting the financial position of the
Company which have occurred between the end of the Financial Year of the Company to which
the Financial Statements relate and the date of this Report
There have been no material changes and commitments, affecting the financial position
of the Company, which have occurred between the end of the Financial Year 2023-2024, of
the Company and the date of this Report.
Details of significant and material orders passed by the Regulators/ Courts/ Tribunals
impacting the going concern status and the Company's operations in future
No such significant and material order has been passed by any Regulator/ Court/
Tribunals against the Company, which will impact the going concern status and the
Company's operations in future.
Statutory Auditors and Auditor's Report
At the 28th Annual General Meeting of the Company held on December 30, 2020,
the members approved appointment of M/s Khandelwal Prem & Associates, Chartered
Accountants (Firm Registration No. 317092E) as Statutory Auditors of the Company to hold
office for a period of five years from the conclusion of that Annual General Meeting till
the conclusion of the 33rd Annual General Meeting.
The Notes on accounts referred to in the Auditors' Report are self-explanatory and
therefore, do not call for any further explanations/comments.
The Auditor's Report on the standalone financial statements of the Company for the year
ended March 31, 2024 forms part of this Annual Report and there are no qualifications,
reservation, adverse remark or disclaimer made by the Statutory Auditors in their report.
Reporting of frauds by Auditors
During the Financial Year 2023-24, the Auditors have not reported any fraud, as
prescribed under Section 143(12) of the Act.
Secretarial Auditors and Secretarial Audit Report
Pursuant to the provisions of section 204 of the Act, read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of the
Directors of the Company has appointed, Mr. Arun Kumar Jaiswal (Certificate of Practice
Number 12281) Company Secretary in Practice to undertake the Secretarial Audit of the
Company. The Secretarial Audit Report for the Financial Year 2023-24, as issued by him in
the prescribed form MR-3, is annexed hereto and marked as Annexure B.
The Secretarial Audit Report does not contain any qualification, reservation, adverse
remark or disclaimer.
Cost Audit and Cost Records
The provisions of Section 148 of the Act, with respect to maintenance of Cost Audit and
Cost Records are not applicable to the Company.
Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013
The Company is committed to provide the safe and conducive work environment to the
employee of the Company and has formulated ‘Policy for Prevention of Sexual
Harassment' to prohibit, prevent or deter any acts of sexual harassment at workplace and
to provide the procedure for the redressal of complaints pertaining to sexual harassment,
thereby providing a safe and healthy work environment. Further, the Company has complied
with the provisions relating to constitution of Internal Complaints Committee under Sexual
Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.
However, during the year under review, no cases were filed under the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Particulars of Employees
The particulars of employees, as required under Section 197(12) of the Act read with
the respective Rule of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are annexed hereto, marked as ‘Annexure C
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Out Go The
Company being basically in to the business of NBFC and is lending its fund to Corporate
Clients and individuals. Beside this the Company is investing its fund in the Capital
Market. Due to said line of business, the requirement, regarding and disclosures of
Particulars of conservation of energy and technology absorption prescribed by the rule is
not applicable to us. The Company has not earned or used foreign exchange
earnings/outgoings during the year under review.
Public Deposits
During the year under review, the Company has not accepted any deposits from the public
within the meaning of section 73 of the Act and the rules there under.
Internal Auditor
Mr. Sanjay Khandelwal, Chartered Accountants (Firm Registration Number: 323311E), were
appointed as the Internal Auditors of the Company to conduct the Internal Audit for the
Financial Year 2023-24 in accordance with the provisions of Section 138 of the Act read
with the Companies (Accounts) Rules, 2014.
Business Responsibility Report
Pursuant to Regulation 34(2) of Listing Regulations, the top 1000 listed companies may
required to prepare a Business Responsibility Report, so the same are not applicable to
the Company.
Vigil Mechanism
In terms of the Section 177(9) of the Act read with Rule 7 of the Companies (Meetings
of Board and its Powers) Rules, 2014, the Company has framed a Policy on Vigil Mechanism/
Whistle Blower and the same was hosted on the website of the Company, i.e.,
www.minolta.co.in, with an objective to provide an avenue to address concerns, in line
with the policy of the Company to the highest possible standards of ethical, moral and
legal business conduct and its commitment to open communication, as well as timely
redressal of concerns and disclosures to build and strengthen a culture of transparency
and trust in the Company.
The mechanism also provides for adequate safeguards against victimization of
director(s) or employee(s) or any other person for availing the mechanism and in
exceptional cases, direct access to the Chairman of the Audit Committee to report
instances of fraud/ misconduct. The Audit Committee looks into the complaints raised, if
any, and their redressal.
RBI Regulations
The Company has complied with the requirements prescribed by RBI, from time to time, as
applicable to it.
Other Disclosures
During the year under review, the Company has not obtained any registration / license /
authorisation, by whatever name called from any other financial sector regulators.
Directors Responsibility Statement
To the best of our knowledge and belief and according to the information and
explanations obtained by us, we hereby make the following statements in terms of Section
134(3)(c) and 134(5) of the Act:
1) that in the preparation of the Annual Accounts for the Financial Year ended March
31, 2024, the applicable Accounting Standards had been followed along with proper
explanation relating to material departures, if any; 2) that such accounting policies as
mentioned in Notes to the Annual Accounts have been selected and applied consistently and
judgment and estimates have been made that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the Company as at March 31, 2024 and of the
profit of the Company for that period; 3) that 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 has been taken; 4) that the Annual Accounts has been prepared on a
going concern basis; 5) that proper systems to ensure compliance with the provisions of
all applicable laws are in place and that such systems were adequate and operating
effectively; and 6) that internal financial control to be followed by the Company are in
place and that such internal financial controls are adequate and are operating
effectively.
General Disclosures
1. The Company has not issued equity shares with differential rights as to dividend,
voting or otherwise.
2. No proceedings are pending against the Company under the Insolvency and Bankruptcy
Code, 2016.
3. The Company serviced all the debts & financial commitments as and when they
became due and no settlements were entered into with the bankers.
4. The Company does not have any Employee Stock Option Plan.
APPRECIATION
Your Directors wish to place on record their appreciation towards the contribution of
all the employees of the Company and their gratitude to the Company's valued customers,
bankers, vendors and members for their continued support and confidence in the Company.
|
By order of the Board |
| For MINOLTA FINANCE |
For MINOLTA FINANCE |
| LIMITED |
LIMITED |
Place: Kolkata |
Date: May 30, 2024 |
| Sd/- |
Sd/- |
| SWAPNA SINGH |
DINESH KUMAR PATNIA |
| DIN : 07763175 |
DIN : 01709741 |
| Independent Director |
Managing Director |
| Registered Office : |
| Unique Pearl, BL-A, |
| Hatiara, Roy Para, |
| Kolkata- 700157 |
|