DEAR MEMBERS,
Your Board of Directors have pleasure in presenting the 40th Annual Report of the
Company together with audited statements of Accounts for the financial year ended 31st
March, 2023.
FINANCIAL HIGHLIGHTS
The summarized financial results of the Company for the financial year 2022-23 are
given hereunder:
|
|
(In ‘000) |
| Particulars |
2022-23 |
2021-22 |
| Revenue from operations & other income |
6097.55 |
2890.34 |
| Operating Profit (EBITDA) |
3088.67 |
496.22 |
| Finance Cost |
4.81 |
1.58 |
| Profit before tax |
3088.67 |
496.22 |
| Tax Expenses |
55.47 |
- |
| Net Profit |
3033.20 |
496.22 |
BRIEF DESCRIPTION OF THE COMPANY'S STATE OF AFFAIRS
The Company is undergoing a major transformation, as it ushers in a new era of
leadership, and hence there shall be a Change in Management of the affairs of the Company.
Your Company's erstwhile promoter i.e. K K Modi Investment and Financial Services Private
Limited had entered into a Share Purchase Agreement (SPA) dated March 27, 2023 with
Guruomega Private Limited ("Acquirer") for selling of entire promoter
shareholding in the Company aggregate of 2,57,440 (Two Lakh Fifty Seven Thousand Four
Hundred and Forty) Equity Shares, constituting 8.58% (Eight Point Five Eight Percent) of
the Fully Paid Up Equity Share Capital of your Company at price of Rs. 15.00/- (Rupees
Fifteen only).
Further, in terms of the SPA and post successful completion of the Open Offer, the
Acquirers will also acquire control over the Company, hence an offer was also made under
Regulation 4 of the SEBI (SAST) Regulations which shall be completed in due course.
Further, the Company has is into the process of obtaining the approval of the Reserve
Bank of India (RBI) for change in management of the Company and acquiring control over the
Company.
The Company and its members are promised that this change will lead to a more
prosperous future for our company. Our new leaders are experienced and visionary, and they
are committed to helping us grow and succeed.
INCOME FROM OPERATIONS
During the year under review, the revenue from operations reached to Rs. 60.97 lakhs as
compared to Rs. 28.90 lakhs during the previous year.
DIVIDEND
In order to meet the future requirements of the Company, your Board of Directors have
decided not to recommend dividend for the Financial Year 2022-23.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 ["Listing Regulations"] of the Listing Agreement entered into with the
Stock Exchanges and Circular/Notifications/Directions issued by Reserve Bank of India from
time to time, the Management Discussion and Analysis of the financial condition and result
of operations of the Company for the year under review is presented in a separate section
forming part of the Annual Report.
CORPORATE GOVERNANCE
The company is committed to maintain the highest standards of Corporate Governance and
adhere to the Corporate Governance requirements set out by the SEBI. A Report on Corporate
Governance as required under Listing Regulations of the Listing Agreement entered into
with the Stock Exchanges is attached as Annexure-1 of the Annual Report.
A Certificate from, M/s Kundan Agarwal & Associates, Company Secretaries,
confirming compliance with the conditions of Corporate Governance as stipulated under the
aforesaid Listing Regulations also forms part of the Annual Report.
FINANCE
(i) Share Capital
The paid-up Share Capital as on 31st March, 2023 was Rs.300 Lakhs. During the year
under review, the Company has not issued shares with differential voting rights nor
granted stock options nor sweat equity.
(ii) Public Deposits
The Company being a Non-Deposit Accepting Non-Banking Finance Company (ND-NBFC), has
not accepted any deposits from the public during the year under review and shall not
accept any deposits from the public without obtaining prior approval of the Reserve Bank
of India (RBI).
(iii) Particulars of loans, guarantees or investments
The Company, being an NBFC registered with the RBI and engaged in the business of
giving loans and making investments in ordinary course of its business, is exempted from
complying with the provisions of section 186 of the Act with respect to Loans &
Investments. Accordingly, the disclosures of the Loans & Investments given as required
under the aforesaid section have not been made in the financial statements of the Company.
RBI GUIDELINES
As a Non-Deposit taking Non-Banking Finance Company, your Company always aims to
operate in compliance with applicable RBI laws and regulations and employs its best
efforts towards achieving the same.
NUMBER OF MEETINGS OF THE BOARD
During the financial year 2022-23, Seven (7) Board Meetings were held on April 28,
2022, May 30, 2022, August 10, 2022, September 03, 2022, November 14, 2022, January 10,
2023 and March 06, 2023 and as per companies act, 2013, the maximum interval between any
two meetings was not more than 120 days.
COMMITTEES OF THE BOARD
During the year, in accordance with the Companies Act, 2013 and SEBI (Listing
Obligation and Disclosure Requirements) Regulation 2015 of Listing Agreement, the Board
re-constituted some of its committees. The Committees are as follows:
> Audit Committee
> Nomination and Remuneration Committee
> Stakeholders' Relationship Committee
> Risk Management Committee
Details of the said Committees along with their charters, composition and meetings held
during the year, are provided in the "Report on Corporate Governance", a part of
this Annual Report.
CHANGES IN COMPOSITION OF BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
a. Appointment/ Cessation
During the year under review i.e. Financial Year 2022-23, following changes occurred in
the Composition of Board of Directors & Key Managerial Personnels of the Company:
i) Ms. Reena Gupta ceased to be Independent Director of the Company with effect from
August 10, 2022 and at her place Ms. Shobha Rustagi was appointed as an Independent
Director of the Company on even date.
ii) Mr. Abhijeet Yashwant Nagrale was appointed as an Independent Director of the
Company with effect from November 14, 2022.
iii) Mr. Manish ceased to be Independent Director of the Company with effect from March
06, 2023.
iv) Mr. Abhay Nath Jha ceased to be Chief Financial Officer (CFO) of the Company with
effect from March 06, 2023 and at his place Ms. Pushpa Joshi was appointed as Chief
Financial Officer (CFO) of the Company on even date.
After closure of the Financial Year 2022-23 and till the date of this report, following
changes occurred in the Composition of Board of Directors & Key Managerial Personnels
of the Company:
i) Ms. Princy Anand ceased to be Company Secretary (CS) of the Company with effect from
April 25, 2023 and in her place Mr. Raunak Gupta was appointed as Company Secretary (CS)
of the Company with effect from April 26, 2023.
b. Retire by Rotation
In accordance with Section 152 and other applicable provisions of Companies Act, 2013,
Ms. Beenu Agarwal, being Non-executive Director, retires by rotation and being eligible
offers herself for reappointment at the ensuing Annual General Meeting. The Board
recommends her appointment.
c. Appointment of Women Director
With coming into force of the provisions of Companies Act, 2013, the Board had already
appointed Ms. Beenu Agarwal as Women Director on the Board of the Company. Further, Ms.
Shobha Rustagi also joined the Board of Directors in the capacity of Independent Director
with effect from August 10, 2022.
d. Key Managerial Personnel
During the year under review i.e. FY 2022-23,
> Mr. Sanyam Tuteja, continued as Whole Time Director of the Company;
> Mr. Abhay Nath Jha ceased to be Chief Financial Officer (CFO) of the Company with
effect from March 06, 2023 and at his place Ms. Pushpa Joshi was appointed as Chief
Financial Officer (CFO) of the Company on even date;
> Ms. Princy Anand continued to be Company Secretary (CS) of the Company during FY
2022-23. However, she ceased to be Company Secretary (CS) of the Company with effect from
April 25, 2023 and in her place Mr. Raunak Gupta was appointed as Company Secretary (CS)
of the Company with effect from April 26, 2023.
The Company has designated the Key Managerial Personnels of the Company pursuant to the
requirements of the applicable provisions of Companies Act, 2013 read with its Rules, by
the Board of Directors and their terms and conditions of the appointment and remuneration
was considered by the Board. The Company is fully compliant of the same.
e. Board's Independence
Our definition of "Independence" of Directors is derived from Listing
Regulations and Section 149(6) of the Companies Act, 2013. Based on the confirmation/
disclosures received from the Directors and on evaluation of the relationships disclosed,
the following Non- Executive Directors are Independent in terms of Listing Regulations of
the Listing Agreement and Section 149(6) of the Companies Act, 2013:-
| 1. |
Ms. Reena Gupta |
(DIN: 06966728) (up to 10.08.2022) |
| 2. |
Ms. Shobha Rustagi |
(DIN: 03503850) (w.e.f. 10.08.2022) |
| 3. |
Mr. Manish |
(DIN: 08535552) (up to 06.03.2023) |
| 4. |
Mr. Abhijeet Yashwant Nagrale |
(DIN: 05244787) (w.e.f. 14.11.2022) |
DIRECTORS' RESPONSIBILITY STATEMENT
In compliance of section 134(5) of the Act, the directors state that:
a) In the preparation of the annual financial statements for the year under reporting,
the applicable accounting Standards have been followed along with proper explanation
relating to material departures, if any;
b) Appropriate accounting policies have been selected, 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 reporting date and of the
profit of the company for the year ended on that date;
c) Proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013, for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
d) The annual financial statements have been prepared on a going concern basis;
e) Proper internal financial controls were in place and the financial controls were
adequate and operating effectively; and
f) Proper systems to ensure compliance with the provisions of all applicable laws were
in place and were adequate and operating effectively.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION & EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015, Policy on Nomination and Remuneration of
Directors, Key Managerial Personnel, Senior Management and other employees has been
formulated including criteria for determining qualifications, positive attributes,
Independence of a Director and other matters as required under the said Act and Listing
Agreement.
The evaluation framework for assessing the performance of Directors comprises of the
following key areas
> Expertise;
> Objectivity and Independence;
> Guidance and support in context of life stage of the Company;
> Understanding of the Company's business;
> Understanding and commitment to duties and responsibilities;
> Willingness to devote the time needed for effective contribution to Company;
> Participation in discussions in effective and constructive manner;
> Responsiveness in approach;
> Ability to encourage and motivate the Management for continued performance and
success;
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.
Accordingly, a process of evaluation was followed by the Board for its own performance
and that of its committees and individual Directors and also the necessary evaluation was
carried out by Nomination and Remuneration Committee and Independent Director at their
respective meetings held for the purpose.
RELATED PARTY TRANSACTIONS
No Related Party Transactions were entered into by the Company during the financial
year 2022-23. All Related Party Transactions entered in to in the past were on an arm's
length basis and were in the ordinary course of business. There are
no materially significant Related Party Transactions made by the Company with
promoters, directors, Key Managerial Personnel or other designated persons which may have
potential conflict with the interest of the Company at large.
On the recommendation of the Audit Committee, the Board of Directors has adopted a
policy on Related Party Transactions. The Policy envisages the procedure governing related
party transactions required to be followed to ensure compliance with the applicable laws
and regulations as well as to ensure that the Related Party Transactions are managed and
disclosed in accordance with the strict legal and accounting requirements.
A statement of all related party transactions, if any, is presented before the Audit
Committee on a quarterly basis, specifying the nature, value and terms & conditions of
the transactions. The statement is supported by a certificate from the CFO.
None of the Directors has any pecuniary relationships or transactions vis-a-vis the
Company.
REMUNERATION OF THE DIRECTORS/KMP/EMPLOYEES:
The information required under Section 197 of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, clause (i)
and (ii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 as amended for the financial year ended 31 March 2023:
| Sr. No. |
Name of Director/ Key Managerial Personnel |
Ratio of remuneration of each director to the median
remuneration of the employees |
% increase in remuneration in the FY 2022-23 |
| 1. |
Executive Director |
|
Nil |
|
Sanyam Tuteja - Whole-Time Director |
|
|
| 2. |
Non-Executive Directors |
|
|
|
Beenu Agarwal |
- |
|
|
Reena Gupta # |
- |
Nil |
|
Manish $ |
- |
|
|
Abhijeet Yashwant Nagrale a |
- |
|
|
Shobha Rustagi & |
0.13:1 |
|
| 3. |
Key Managerial Personnel |
|
|
|
Abhay Nath Jha - CFO * |
0.07:1 |
|
|
Pushpa Joshi - CFO @ |
- |
Nil |
|
Princy Anand - CS |
1:1 |
|
# Resigned as Independent Director of the Company w.e.f. close of business hours on
August 10, 2022.
$ Ceased to be Independent Director of the Company consequent to his resignation
effective March 06, 2023. A Appointed as an Independent Director w.e.f.
November 14, 2022.
* Resigned as Chief Financial Officer of the Company w.e.f. close of business hours on
March 06, 2023.
@ Appointed as Chief Financial Officer of the Company w.e.f. March 06, 2023.
& Appointed as an Independent Director w.e.f. August 10, 2022.
Remaining disclosure under Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014
| Clause Under Rule 5(1) |
Prescribed Requirement |
Particulars |
| (iii) |
the percentage increase in the median remuneration of employees in the financial year |
Nil |
| (iv) |
the number of permanent employees on the rolls of company |
3 |
| Clause Under Rule 5(1) |
Prescribed Requirement |
Particulars |
| (viii) |
Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration |
Nil |
| (xii) |
Affirmation that the remuneration is as per the remuneration policy of the company |
It is hereby confirmed that remuneration paid to Director/ KMP and other
employees is as per the remuneration policy of the company. |
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, as amended, the
Annual Return (Form MGT-7) of the company for the financial year ended March 31, 2023, is
available on the website of the Company at https://www.aarshyam.in/reports/
annualret22-23.pdf.
STATUTORY AUDITORS & THEIR REPORT
M/s. STRG & Associates, Chartered Accountants, having ICAI Firm Registration
No.014826N auditor of the company, audited the annual accounts of the company.
The Auditor's Report does not contain any qualification, reservation or adverse remark.
SECRETARIAL AUDITORS & THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made
there under, the Company had appointed M/s. Kundan Agarwal & Associates, Practicing
Company Secretaries, to undertake the Secretarial Audit of the Company for the financial
year 2022-23. The Secretarial Audit Report for financial year 2022-23, has been appended
as Annexure-2 to this Report.
The Auditor's Report does not contain any qualification, reservation or adverse remark.
INTERNAL AUDITORS
Pursuant to provisions of Section 138 of Companies Act 2013 and rules made there under,
Jain Rajeev & Associates, Chartered Accountants has been appointed as Internal
Auditors for the financial year 2022-23.
PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, EXPENDITURE ON RESEARCH AND
DEVELOPMENT, FOREIGN EXCHANGE INFLOW/OUTFLOW, ETC.
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with
rule 8 of the Companies (Accounts) Rules, 2014, are as below:
• Energy Conservation: During the period under review there has been
optimal Energy Conservation.
• Technology Absorption: During the period under review there was no
Technology Absorption.
• Foreign Exchange Earnings and Outgo: During the period under review there
was no foreign exchange earnings or out flow.
VIGIL MECHANISM
Your Company has established a ‘Whistle Blower Policy and Vigil Mechanism' for
directors and employees to report to the appropriate authorities concerns about unethical
behaviour, actual or suspected, fraud or violation of the Company's code of conduct policy
and provides safeguards against victimization of employees who avail the mechanism and
also provide for direct access to the Chairman of the Audit Committee. The said policy has
been uploaded on the website of the Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no 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 the report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There have been no significant and material orders passed by the regulators or courts
or tribunals impacting the going concern status and company's operations in future except
the RBI's order allowing the Company's application for change in management of the affairs
of the Company.
RISK MANAGEMENT POLICY AND INTERNAL CONTROL
The Board of Directors of the Company has duly adopted and approved a Risk Management
Policy and also 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 through mitigating actions on a continuing basis. These are
discussed at the meetings of the Risk Management Committee, Audit Committee and the Board
of Directors of the Company from time to time. The Company's internal control systems are
commensurate with the nature of its business and the size and complexity.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT 2013 READ WITH RULES
Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 read with rule 8 of the Companies
(Accounts) Rules, 2014, the company has complied with provisions as prescribed under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Further, your Company has not received any complaint of sexual harassment during the year
under review.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR
During the period under review, neither any application has been made nor any
proceedings is pending in the name of the Company under the Insolvency and Bankruptcy
Code, 2016.
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 period under review, the Company has not entered into any one-time
settlement with respect to loan from any banks or financial institutions.
ACKNOWLEDGEMENT
We are grateful to the Government of India, the Reserve Bank of India, the Securities
and Exchange Board of India, the Stock Exchanges, and other regulatory authorities for
their valuable guidance and support and wish to express our sincere appreciation for their
continued co-operation and assistance. We look forward to their continued support in
future.
We wish to thank our bankers, investors, rating agencies, customers and all other
business associates for their support and trust reposed in us. The Board of Directors
express their deep sense of appreciation for all the employees whose commitment,
co-operation, active participation, dedication and professionalism has made the
organization's growth possible.
Finally, the Directors thank you for your continued trust and support.
|
For and on behalf of |
|
AAR Shyam India Investment Company Limited |
|
Sd/- |
Sd/- |
|
Shobha Rustagi |
Sanyam Tuteja |
| Dated: August 16, 2023 |
Director |
Director |
| Place: New Delhi |
(DIN:03503850) |
(DIN:08139915) |
|