Dear Shareholders,
Your director's have pleasure in presenting 32nd Annual Report of Richfield Financial
Services Limited along with audited financial statements for the year ended March, 2024.
1. FINANCIAL RESULTS:
The Company's Financial results for the period under review are as follows:
| PARTICULARS |
2023-24 |
2022-23 |
|
(Rs. In Lakhs) |
(Rs. In Lakhs) |
| Revenue from operations |
183.08 |
33.39 |
| Other Income |
14.17 |
1.65 |
| Total Income |
197.25 |
35.04 |
| Total expenses |
113.36 |
34.31 |
| Profit/(Loss) before tax |
83.89 |
0.74 |
| Exceptional Item |
- |
- |
| Tax Expenses: |
|
|
| Current Tax |
19.84 |
- |
| Deferred Tax |
0.73 |
0.13 |
| Profit / (Loss) carried to |
64.78 |
0.86 |
| Balance sheet |
|
|
2. BUSINESS PERFORMANCE:
During the year under review, the Company has made profit after tax of Rs.64.78 lakhs
as against Rs. 0.86 lakhs in the previous financial year. There is no change in the nature
of business of the Company.
3. SHARE CAPITAL:
There was increase in Authorised Capital of the company from Rs. 4,00,00,000/ - (Rupees
Four Crores only) divided into 40,00,000 (Forty Lakhs) Equity Shares of Rs. 10/ - (Rupees
Ten only) each to Rs. 25,00,00,000/- (Rupees Twenty five Crores only) divided into
2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares of Rs. 10/~ (Rupees Ten only) each vide
postal Ballot dated 24th March 2024.
4. DIVIDEND:
The Board of Directors of the Company at their meeting held on 28.05.2024 has declared
the interim dividend of Rs.0.80 Per share at the rate of 8% on each fully paid-up Equity
share of Rs. 10/- (Rupees Ten Each) for the Financial Year Ended March 31,2024.
5. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT,
2013:
The company has not provided any guarantees and has made any investments, However, it
has given loans and complied with provisions of section 186 of the Companies Act, 2013
during the financial year 2023- 2024.
6. TRANSFER OF PROFIT TO RESERVES:
During the year your Company has made a profit of Rs 64.78 Lakhs and transferred Rs.
51.83 lakhs to reserves.16
7. LISTING OF SHARES:
The Shares of the Company are listed in the Bombay Stock Exchange and Calcutta Stock
Exchange. However, Company has made an application for voluntary delisting in Calcutta
Stock Exchange but is awaiting for the reply.
8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES COMPANIES:
The Company does not have any Subsidiaries, Associates and Joint Venture Companies
therefore provision with respect to Section 129 of the Companies Act, 2013 are not
applicable to the Company.
9. PUBLIC DEPOSITS:
During the period under review, the Company has neither accepted nor invited any Public
deposits and hence the provisions of Section 76 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014 are not attracted and the information
relating thereto is nil.
10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
With an aim to enhance its financial flexibility and create opportunities for future
growth and investment the company, Board has decided to increase its Authorised Share
Capital from from Rs. 4,00,00,000/ - (Rupees Four Crores only) divided into 40,00,000
(Forty Lakhs) Equity Shares of Rs. 10/ - (Rupees Ten only) each to Rs. 25,00,00,000/-
(Rupees Twenty five Crores only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity
Shares of Rs. 10/- (Rupees Ten only) each and in this regard got their Shareholder's
Approval vide postal Ballot dated 24th March 2024. There was alteration in capital clause
of Memorandum of Association of the Company pursuant to increase in Authorized share
capital.
11. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has formulated a Framework on Internal Financial Controls In accordance
with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate
internal control systems to monitor business processes, financial reporting and compliance
with applicable regulations and they are operating effectively. The systems are
periodically reviewed by the Audit Committee of the Board for identification of
deficiencies and necessary time-bound actions are taken to improve efficiency at all the
levels. The Committee also reviews the observations forming part of internal auditors'
report, key issues and areas of improvement, significant processes and accounting
policies.
12. PARTICULARS OF EMPLOYEES:
None of the employees of the Company were in receipt of remuneration in excess of
limits pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial personnel) Rules 2014.
13. DIRECTORS' RESPONSIBILITIES STATEMENT:
Pursuant to the requirement under Section 134 (3) (c) of Companies Act, 2013, with
respect to Directors' Responsibility Statement, it is hereby confirmed that:
(i) in the preparation of the annual accounts, the applicable accounting standard had
been followed along with proper explanation relating to material departures
(ii) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the Profit or Loss of the Company for that period.
(iii) The Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provision of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities.
(iv) The Directors have prepared the Annual accounts on a going concern basis.
(v) The directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
(vi) The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
| Mr. Vadasseril Chacko Georgekutty |
Managing Director |
| Mr. Midhun Ittoop |
Non-executive Director |
| Mrs. Neethu Subramoniyan |
Independent Director |
| Mr. Varghese Mathew |
Non-executive Director |
| Mrs. Indu Kamala Ravindran |
Independent Director |
| Priyanka Kalra |
Company Secretary |
| Vishnu Sivan |
Chief Financial Officer |
The Board is well constituted with composition of One Executive, two Independent
Directors and two Non-Executive Directors.
During the year, Mr. Vadasseril Chacko Georgekutty (holding DIN: 09194854) was
appointed as Managing Director of the company for a period of five consecutive year in its
AGM held on 25th August, 2023.
COMPOSITION OF COMMITTEES OF THE BOARD
AUDIT COMMITTEE:
| Mrs. Neethu Subramoniyan |
Chairperson |
| Mrs. Indu Kamala Ravindran |
Member |
| Mr. Varghese Mathew |
Member |
STAKEHOLDERS RELATIONSHIP COMMITTEE:
| Mrs. Neethu Subramoniyan |
Chairperson |
| Mrs. Indu Kamala Ravindran |
Member |
| Mr. Varghese Mathew |
Member |
NOMINATION REMUNERATION COMMITTEE:
| Mrs. Neethu Subramoniyan |
Chairperson |
| Mrs. Indu Kamala Ravindran |
Member |
| Mr. Varghese Mathew |
Member |
15. NUMBER OF MEETINGS OF THE BOARD AND BOARDS' COMMITTEE:
The Board meets at regular intervals to discuss and decide on business strategies /
policies and review the financial performance of the Company. The Board Meetings are
pre-scheduled, and a tentative annual calendar of the Board is circulated to the Directors
well in advance to facilitate the Directors to plan their schedules.
| Meeting |
No. of Meetings during the Financial Year 2023-24 |
Date of the Meeting |
| Board Meeting Audit Committee |
7 |
30.05.2023, 21.07.2023, |
|
|
09.08.2023, 14.11.2023, |
|
|
23.11.2023, 19.01.2024, |
|
|
12.02.2024, 26.03.2024 |
|
4 |
30.05.2023, 09.08.2023, |
|
|
14.11.2023, 12.02.2024 |
| Nomination & Remuneration |
1 |
21.07.2023 |
| Stakeholders' Grievances Committee |
1 |
12.02.2024 |
| Finance Committee |
2 |
12.02.2024, 30.03.2024 |
The interval between two Board Meetings was well within the maximum period mentioned
under section 173 of the Companies Act, 2013, and SEBI Listing (Disclosures and
Obligations Requirements) Regulations, 2015.
BOARD EVALUATION:
Pursuant to the provisions of Companies Act, 2013 and of the Listing Agreement, the
Board has carried out annual performance evaluation of its own performance, the directors
individually as well the evaluation of the working of its Audit, Nomination &
Remuneration and Stakeholder Relationship Committee. The Manner in which the evaluation
has been carried out is explained below.
16. ANNUAL EVALUATION BY THE BOARD:
In compliance with the Companies Act, 2013, the performance evaluation of the Board and
its Committees were carried out during the year under review. The evaluation framework for
assessing the performance of Directors comprises of the following key areas: i. Attendance
of Board Meetings and Board Committee Meetings. ii. Quality of contribution to Board
deliberations. iii. Strategic perspectives or inputs regarding future growth of Company
and its performance. iv. Providing perspectives and feedback going beyond information
provided by the management. v. Commitment to shareholder and other stakeholder interests.
vi. The evaluation involves Self-Evaluation by the Board Member and subsequently
assessment by the Board of Directors. A member of the Board will not participate in the
discussion of his / her evaluation. vi. The evaluation involves Self-Evaluation by the
Board Member and subsequently assessment by the Board of Directors. A member of the Board
will not participate in the discussion of his / her evaluation.
17. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company is following the applicable Secretarial Standards as prescribed and
formulated by the Institute of Company Secretaries of India during the financial year
2023-24.
18. INDEPENDENT DIRECTORS:
A. Declaration of Independent Directors:
The Company has received necessary declaration from all the Independent Directors of
the Company under Section 149(7) of the Companies Act, 2013 read with Rule 6 of Companies
(Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 that the Independent
Directors of the Company meet the criteria of their Independence laid down in Section
149(6). B. Independent Directors Meeting: The meeting of the Independent Directors was
held on 12th February, 2024 as per schedule IV of the Companies Act, 2013. C.
Familiarisation Programme for Independent Directors:
The familiarization program is to update the Directors on the roles, responsibilities,
rights and duties under the Act and other statutes and about the overall functioning and
performance of the Company. The policy and details of familiarization program is available
on the website of the Company at www.rfslco.in
19. DETAILS OF POLICIES:
The Company has the following policies which are applicable as per the Companies Act,
2013 and SEBI (LODR) Regulations, 2015 which are placed on the website of the Company.
| - KYC Documentation Policy |
| - Fair Practice Policy |
| - Board Diversity Policy |
| - Code for Fair Disclosure |
| - Policy for Preservation of Documents |
| - Nomination and Remuneration Policy |
| - Board Evaluation Policy |
| - Policy on Related Party Transactions |
| - Vigil Mechanism /Whistle-Blower Policy |
| - Sexual Harassment Redressal Policy |
| - Policy for Determination of Materiality of an Event Information |
| - Material Subsidiary Policy |
20. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:
The Board of Directors has adopted a policy and procedure on Code of Conduct for the
Board Members and employees of the Company in accordance with the SEBI (Prohibition of
Insiders Trading) Regulations, 2015. This Code helps the Company to maintain the Standard
of Business Ethics and ensure compliance with the legal requirements of the Company. The
Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board and
by employees. The Compliance Officer is responsible to ensure adherence to the Code by all
concerned. The Code lays down the standard of Conduct which is expected to be followed by
the Directors and the designated employees in their business dealings and in particular on
matters relating to integrity in the workplace, in business practices and in dealing with
stakeholders. All the Board Members and the Senior Management Personnel have confirmed
Compliance with the Code.
21. WHISTLE BLOWER POLICY /VIGIL MECHANISM:
Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a
Vigil Mechanism policy for directors and employees to report concerns about unethical
behaviors, actual or suspected fraud, violations of Code of Conduct of the Company etc.
The mechanism also provides for adequate safeguards against the victimization of employees
who avail themselves of the mechanism and also provides for direct access by the Whistle
Blower to the Audit Committee. It is affirmed that during the Financial Year 2023-24, no
employee has been denied access to the Audit Committee. The vigil mechanism policy is also
available on the Company's website www.rfslco.in.
22.NOMINATION AND REMUNERATION POLICY:
Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has
framed a policy which lays down a framework in relation to remuneration of Directors, Key
Managerial Personnel and Senior Management of the company. The policy also lays down the
criteria for selection and appointment of Board Members. The policy and details of
Nomination and Remuneration is available 21 on the website of the Company at
www.rfsl.co.in.
In accordance with the Nomination and Remuneration Policy, the Nomination and
Remuneration Committee has, inter alia, the following objectives:
The Committee had formulated the criteria for determining qualifications, positive
attributes, and independence of a director and is available in the company website
www.rfsl.co.in. The Committee shall identify persons who are qualified to become Director
and persons who may be appointed in Key Managerial and Senior Management positions in
accordance with the criteria laid down in this policy. Recommend to the Board,
appointment, and removal of Director, KMP and Senior Management Personnel.
The Board shall carry out evaluations of the performance of every Director, KMP and
Senior Management Personnel at regular intervals (yearly). The remuneration/ compensation/
commission etc. to the Managerial Personnel, KMP and Senior Management Personnel will be
determined by the Committee and recommended to the Board for approval. The remuneration/
compensation/ commission etc. shall be subject to the prior/ post approval of the
shareholders of the Company and Central Government, wherever required.Increments to the
existing remuneration/ compensation structure may be recommended by the Committee to the
Board which should be within the slabs approved by the Shareholders in the case of
Managerial Personnel. Where any insurance is taken by the Company on behalf of its
Managerial Personnel, Chief Executive Officer, Chief Financial Officer, the Company
Secretary, and any other employees for indemnifying them against any liability, the
premium paid on such insurance shall not be treated as part of the remuneration payable to
any such personnel. Provided that if such person is proved to be guilty, the premium paid
on such insurance shall be treated as part of the remuneration.
23. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Companies
Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014,
the Annual Return of the Company as at March 31, 2024 is uploaded on the website of the
Company.
24. RISK MANAGEMENT POLICY:
The Company continues to have an effective Risk Management process in place. The
Company has in place a mechanism to identify, assess, monitor and mitigate various risks
to key business objectives. Major risks identified by the businesses and functions are
systematically addressed also discussed at the meetings of the Audit Committee and the
Board of Directors of the Company. The details of risks perceived by the Management are
annexed as part of the Management Discussion and Analysis Report.
25. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
The Management's Discussion and Analysis Report for the year under review, as
stipulated under Regulation 34 of the SEBI(LODR) Regulations, 2015, is annexed as
Annexure-2" to this report.
26.CORPORATE GOVERNANCE:
As on 31st March, 2024, the Company's Paid-up Capital and Net worth is less than Rs. 10
Crores and Rs. 25 Crores respectively. Hence, compliance with respect to Regulations 17-27
of SEBI Listing Obligations & Disclosure requirements (LODR) Regulations, 2015 will
not apply to the company.
27.CORPORATE SOCIAL RESPONSIBILITY:
Since the provisions of section 135 of the Companies Act, 2013 is not applicable to the
Company as the limits are not breached, a report on CSR activities is not annexed in this
Annual report.
28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH
RELATED PARTIES.
The Company has not entered into related party transactions during the year. There are
no materially significant related party transactions during the year, which, in the
opinion of the Board, may have potential conflicts with the larger interests of the
Company. The Board on recommendation of Audit Committee, adopted a policy on related party
transactions to regulate transactions between the Company and its related parties, in
compliance with the applicable provisions of the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015. The policy is uploaded and can be viewed on the Company's website.
29. INTERNAL COMPLAINTS COMMITTEE:
The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints
Committee ("ICC") is in place for all works and offices of the Company to
redress complaints received regarding sexual harassment. The policy on Prohibition
Prevention & Redressal of Sexual Harassment is available on the website of the Company
at www.rfslco.in. During the Financial Year under review, no complaints with allegation of
sexual harassment were filed with the ICC.
30. LISTING FEES:
The Company confirms that it has paid the annual listing fees for the year 2023-24 to
the Bombay Stock Exchange.
31. CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:
The Register of Members and Share Transfer books of the company will be closed from
18th September, 2024 to 24th September, 2024 (both days inclusive).
32. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The Provisions of Section 134 (3) (m) of Companies Act, 2013, regarding conservation of
energy and technology absorption are not applicable.
33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which would
impact the going concern status of the Company and its future operations.
34. COMPLIANCE WITH RBI PRUDENTIAL NORMS:
The Company has complied with the prudential norms on income recognition, accounting
standards, assets clarification, provisioning for bad and doubtful debts as applicable to
it in terms of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies
Prudential Norms (Reserve Bank) Directions, 2007 for the year ended on 31st March, 2024.
35. APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 DURING THE YEAR:
There were no applications made nor any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the year.
36. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONEAT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF: During the year under review there was no
instance of one-time settlement with any Bank or Financial Institution.
37. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT:
Training on all sectors is given to its employees periodically and motivated to work in
line with the development of the industry. The willingness and commitment of the employees
help the company to stand tall among its customer in quality and service.
38. REPORTING OF FRAUDS BY AUDITORS:
During the year under review, neither the Statutory Auditors nor the Secretarial
Auditor has reported to the Audit Committee under Section 143 (12) of the Companies Act,
2013, any instances of fraud committed against the Company by its officers or employees,
the details of
39. AUDITORS:
STATUTORY AUDITORS
M/S. John Moris & Co, Chartered Accountant (Firm Registration Number: 007220S) were
appointed as Statutory Auditors of the Company as statutory auditor of the company to hold
office for a period of five consecutive years from the conclusion of the 30th Annual
General Meeting of the company till the conclusion of the 34th Annual General Meeting to
be held in 2027. The Auditors' Report for Financial Year ended 31st March 2024 does not
contain any qualification, reservation or adverse remark. Hence, there is no requirement
for the Board to provide any explanation or comment on the same. The Auditors' Report is
enclosed with the financial statements in the Annual Report and the same is
self-explanatory.
SECRETARIAL AUDITOR:
Pursuant to the requirements of Section 204 (1) of the Companies Act, 2013 and Rule 9
of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s.
Lakshmmi Subramanian & Associates, Practising Company Secretaries (Membership No. 3534
CP: 1087) were appointed to conduct secretarial audit for the financial year 2023-2024.
The Secretarial Audit Report as received from the Secretarial Auditor is annexed to this
report as Annexure 1.
INTERNAL AUDITORS:
Mr. Joseph Chackochan is the internal auditor of the Company. The Audit Committee
determines the scope of Internal Audit in line with regulatory and business requirements.
COST AUDITOR:
Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with
Companies (Cost Records and Audit) Amendment rules, 2014 the Company does not fall under
the purview of Cost Audit.
40. THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE
EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR AND PERCENTAGE INCREASE IN REMUNERATION OF
EACH DIRECTOR AND KMP:
| Name |
Designation |
Remuneration for FY 2022- 23 |
Remuneratio n for FY 2023- 24 |
Increase in Remunerati on |
Ratio/times per median of employee remuneratio n |
| 1. Priyanka Kalra |
Company Secretary |
2,00,000 |
2,60,000 |
60,000 |
1.64:1 |
41. ACKNOWLEDGEMENT:
Your directors take this opportunity to express their sincere gratitude to the
encouragement, assistance, cooperation, and support given by the Central Government, the
Government of Tamil Nadu during the year. They also wish to convey their gratitude to all
the customers, Auditors, suppliers, dealers, and all those associated with the company for
their continued patronage during the year. Your directors also wish to place on record
their appreciation for the hard work and unstinting efforts put in by the employees at all
levels. The directors are thankful to the esteemed stakeholders for their continued
support and the confidence reposed in the Company and its management.
42. CAUTIONARY STATEMENT:
The statements contained in the Board's Report and Management Discussion and Analysis
Report contain certain statements relating to the future and therefore are forward looking
within the meaning of applicable securities, laws and regulations. Various factors such as
economic conditions, changes in government regulations, tax regime, other statues, market
forces and other associated and incidental factors may however lead to variation in actual
results.
| Place: Kolkata |
By and on behalf of Board of Directors |
| Date: 14-08-2024 |
For Richfield Financial Services Limited |
|
Sd/- |
|
Mr. Vadasseril Chacko Georgekutty |
|
Managing Director |
|
DIN: 09194854 |
|