To, The Members, Smart Finsec Limited
Your Directors are pleased to presents the 28th Annual Report along with the
Audited Financial Statement of the company for the year ended March 31, 2023 (FY 2022-23).
1. FINANCIAL PFORMANCE
The highlights of the financial performance of the Company are summarized herein below:
Particulars |
F.Y. ended 31.03.2023 |
F.Y. ended 31.03.2022 |
Revenue from Operation |
3,075.48 |
5081.99 |
Other Income |
Nil |
Nil |
Depreciation |
5.45 |
5.45 |
Profit/ (Loss) before Tax |
191.91 |
454.96 |
Profit/ (Loss) after Tax |
141.25 |
345.84 |
There are no material changes and commitments affecting the financial position of the
Company between the end of the financial year and the date of this report.
2. TRANSFER TO RESERVE
As per Section 45 IC of Reserve Bank of India Act, 1934, the Company has transferred
Rs. 29,00,000 in Statutory Reserve.
3. DIVIDEND
During the period under review, Partial Dividend of Rs. 24,000 paid to Mr. Arun Khera @
0.1% Non-Convertible Redeemable Preference Shares 2,60,000 @ Rs. 100 (During the year, the
Board of Directors Redeemed 1,20,000 Preference shares out of 2,60,000 Cumulative
Non-Convertible Redeemable Preference shares, face value of Rs. 100 each, so dividend paid
partially).
4. SHARE CAPITAL
The paid-up Equity Share Capital as on 31st March, 2023 stood at Rs. 3, 00,
00,000 /- (Rs. Three Crore) and 1,40,000 Non-Convertible Cumulative Preference shares of
Rs. 100 Each. During the year under review, the Board of Directors on February 07, 2023
decided to Redeem 1,20,000 Cumulative Non-Convertible Redeemable Preference shares, out of
2,60,000 Cumulative Non-Convertible Redeemable Preference shares of face value Rs. 100
each. Redemption of Preference shares has been done out of Profit of the Company.
5. CHANGE IN THE NATURE OF BUSINESS
During the period under review, there was no such changes in the nature of business of
the Company.
6. DEPOSIT
Being a non-deposit taking Company, your Company has not accepted any deposits from the
public during the year under review.
7. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, the Company was not required to transfer any funds or
shares to the Investor Education and Protection Fund established by Central Government
8. LISTING ON STOCK EXCHANGE
The shares of the Company are listed on main platform of BSE Limited. The International
Securities Identification Number (ISIN) of company is INE766D01020 and the Scrip code is
539494.
9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
As on March 31, 2023, the Board comprises of 5 Directors, four of whom are
Non-Executive (of which two are Independent Directors) and one Executive Director. During
the year under review following changes were taken place in the composition of Board of
Directors of the Company: Mr. Sachit Khera, who was appointed as an Additional Director
w.e.f. 11th January, 2022 was regularised by the members of the Company at the AGM held
on September 30, 2023 as a Director of the Company. Mr. Vishesh Chaturvedi and Ms. Parul
Pathak was appointed as an Additional Independent Directors of the Company
w.e.f. 31st March 2022. Later on, members of the Company approved the appointment of
Mr. Vishesh Chaturvedi and Ms. Parul Pathak as an Independent Directors for a term of 5
consecutive years commencing from March, 31, 2022 at the Annual General Meeting held on
30th September, 2022. Ms. Vimmi Sachdev who was liable to retire by rotation was
reappointed by the members vide ordinary resolution at the AGM held on September 30, 2022.
Ms. Sangita Jain and Mr. Arjun Pahwa has resigned from the post of Independent Director
w.e.f. 10th April, 2022.
Pursuant to the provisions of Section 152 of the Companies Act 2013, Mr. Sachit Khera
is liable to retire by rotation at the ensuing AGM and being eligible, has offered himself
for re-appointment. The resolution seeking Members approval for his re-appointment forms
part of the AGM Notice. The Board of Directors of your Company has recommended his
re-appointment.
Key Managerial Personnel
The following persons are the Key Managerial Personnel (KMP') of the Company as
on March 31, 2022 in terms of the provisions of Section 203 of the Companies Act;
Mr. Arun Khera (Managing Director),
Mrs. Priyanka Sharma (Company Secretary & Compliance Officer) Mrs. Shashi Sharma
(Chief Financial Officer)
Mrs. Priyanka Sharma has resigned w.e.f. from 30th June, 2023 (close of
business hours) and the The Board of Directors in their Board Meeting held on 30th
June, 2023 has appointed Ms. Rajvinder Kaur as a Company Secretary & Compliance
Officer w.e.f. 3rd July 2023.
10. INDEPENDENT DIRECTORS
The Independent Directors of the Company have been appointed by the members for a fixed
term of 5 (five) consecutive years from their respective dates of appointment /
regularization in the AGM and they are not liable to retire by rotation as per the
requirements of the Act and Listing Regulations, 2015.
The Company has received necessary declaration from all the independent directors that
they meet the criteria of Independence throughout the year as provided under Section
149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.
Meeting of Independent Director
The Independent Directors met once during the year as on 20th March, 2023
without the attendance of Non- Independent Directors and the members of the Management.
The Independent Directors, inter alia, reviewed the performance of Non- Independent
Directors and the Board as a whole; the performance of the Chairman of the Company and
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 and reasonably
perform their duties.
11. MEETINGS OF BOARD OF DIRECTORS
All the board meetings were held in compliance with section 173 of the Companies Act,
2013 as the intervening gap between the meetings was within the period prescribed under
the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), 2015.
Four (5) meetings of the Board were held during FY 2022-2023 held on May 27, 2022,
August 10, 2022, September 03, 2022, November 14, 2022 and February 07, 2023. The maximum
gap between any two meetings did not exceed one hundred and twenty (120) days.
The Company has complied with the requirements prescribed under the Secretarial
Standards issued by the Institute of Company Secretaries of India on meetings of the board
of directors (SS 1) and general meetings (SS 2).
12. COMMITTEES OF BOARD
The Board has constituted necessary Committees pursuant to the provisions of the
Companies Act, 2013, rules framed there under and SEBI (Listing Obligations and Disclosure
Requirements), Regulation 2015. The Committees of the Board comprises of Audit Committee,
Nomination and Remuneration Committee and Stakeholders' Relationship Committee.
The details about Composition of Committees and their Meetings are given below:
Audit Committee
The Company has constituted Audit Committee as per requirement of Section 177 of the
Companies Act 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015. The terms of reference of Audit Committee are broadly in
accordance with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulation, 2015. During the year the committee met on four
occasions on following dates viz., 02nd June, 2022, 22nd August, 2022, 11th November, 2022
and 9th February, 2023.
Composition and Attendance of Members at the meetings of the Audit Committee held
during the financial year 2022-23 are mentioned below:
Name of the Member |
Category |
No. of meetings held |
No. of meetings attended |
Mr. Vishesh Chaturvedi |
Chairman, Independent Director |
4 |
4 |
Ms. Parul Pathak |
Member, Independent Director |
4 |
4 |
Mr. Arun Khera |
Member, Managing Director |
4 |
4 |
Ms. Sangita Jain and Mr. Arjun Pahwa resigned from the Directorship of the Company
w.e.f.10th April, 2022. Accordingly, they also ceased from membership of the
committee and Mr. Vishesh Chaturvedi (DIN: 09370037) and Ms. Parul Pathak was appointed as
an Additional Independent Director of the Company w.e.f. 31st March, 2022. The
Board of Directors in their Board Meeting held on 31st March, 2022 has
re-constituted Committee consisting of Mr. Vishesh Chaturvedi (Chairman), Ms. Parul Pathak
and Mr. Arun Khera as Members of the Committee.
All the members of Audit Committee are independent directors except Mr. Arun Khera, who
is Managing Director of the Company.
Nomination and Remuneration Committee
The Company has constituted Nomination & Remuneration Committee as per requirement
of Section 178(1) of the Companies Act 2013 and Regulation 19 of SEBI (Listing Obligations
and Disclosure Requirements) Regulation, 2015. The terms of reference of Nomination &
Remuneration Committee are broadly in accordance with the provisions of Companies Act,
2013. During the year the committee met once on 18th August, 2022.
Composition and Attendance of Members at the meetings of the Nomination &
Remuneration Committee held during the financial year 2022-23 are mentioned below:
Name of the Member |
Category |
No. of meetings held |
No. of meetings attended |
Mr. Vishesh Chaturvedi |
Chairman, Independent Director |
1 |
1 |
Ms. Parul Pathak |
Member, Independent Director |
1 |
1 |
Ms. Vimmi Sachdev |
Member, Non-Executive Director |
1 |
1 |
Ms. Sangita Jain and Mr. Arjun Pahwa resigned from the Directorship of the Company
w.e.f.10th April, 2022. Accordingly, they also ceased from membership of the
committee and Mr. Vishesh Chaturvedi (DIN: 09370037) and Ms. Parul Pathak was appointed as
an Additional Independent Director of the Company w.e.f. 31st March, 2022. The
Board of Directors in their Board Meeting held on 31st March, 2022 has
re-constituted Committee consisting of Mr. Vishesh Chaturvedi (Chairman), Ms. Parul Pathak
and Ms. Vimmi Sachdev as Members of the Committee.
Stakeholder's Relationship Committee
As required under Section 178(5) of the Companies Act, 2013, the Board has in place
Stakeholders Relationship Committee to specifically looks into the mechanism of redressal
of grievances of shareholders. During the year the committee met once on 18thMarch,
2023.
Composition and Attendance of Members at the meetings of the Stakeholders Relationship
Committee held during the financial year 2022-23 are mentioned below:
Name of the Member |
Category |
No. of meetings held |
No. of meetings attended |
Ms. Sachit Khera |
Chairman, Non-Executive Director |
1 |
1 |
Mr. Vishesh Chaturvedi |
Member, Independent Director |
1 |
1 |
Mr. Arun Khera |
Member, Managing Director |
1 |
1 |
The Board of Directors in their Board Meeting held on 07th February, 2023 has
constituted Committee consisting of Ms. Sachit Khera (Chairman), Mr. Vishesh Chaturvedi,
and Mr. Arun Khera as Members of the Committee.
13. ANNUAL EVALUATION OF DIRECTORS, COMMITTEES AND THE BOARD
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation
of its own performance, performance of the Directors as well as the evaluation of the
working of its Committees.
The performance of the Board as a whole was evaluated by the Board after seeking inputs
from all the Directors based on criteria such as structure of the Board, meetings of the
Board, functions of the Board, effectiveness of the board processes, professional
development etc.
The performance of the Committees was evaluated by the Board after seeking inputs from
the Committee members based on criteria such as composition of committees, effectiveness,
Committee meetings, independence of committee from the Board, etc.
The performance of the individual Directors was evaluated by Nomination and
Remuneration Committee as well as the Board after seeking inputs from all the Directors
except the Director being evaluated based on criteria such as qualifications, experience,
knowledge & competency, ability to function as a team, initiative, availability and
attendance, commitment, contribution, integrity, etc.
In a separate meeting of Independent Directors, performance of Non-Independent
Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into
account the views of the Executive Directors and Non-Executive Directors.
14. VIGIL MECHANISM
In accordance with the provisions of Section 177(9) of the Companies Act, 2013, read
with Rule 7 of the Companies (Meeting of the Board and its Powers) Rules, 2014 and
Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Company has framed a Whistle Blower Policy which provides a mechanism to
ensure adequate safeguards against victimization of Directors and Employees and ensures
that the activities of the Company and its employees are conducted in a fair and
transparent manner. The Employees of the Company have the right/option to report their
concerns/grievances to the Chairperson of the Audit Committee.
During the year under review, the Company had not received any complaint under Whistle
Blower Policy and no complaint was pending as on March 31, 2023.
15. DIRECTOR RESPONSIBILTY STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(3)(c) of the Act:
i. that in preparation of the annual financial statements for the year ended March 31,
2023, the applicable accounting standards have been followed along with proper explanation
relating to material departures; i
i. that appropriate accounting policies have been selected & applied consistently
& judgments and estimates made are reasonable & prudent so as to give a true &
fair view of the state of affairs of the Company at the end for the financial year and of
the profits of the Company for the financial year ended March 31, 2023; ii
i. that proper & sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Act, for safeguarding the
assets of the Company & for preventing & detecting fraud & other
irregularities;
iv. that the annual accounts have been prepared on a going concern basis;
v. that the Company had laid down internal financial controls to be followed and that
such internal financial controls are adequate and were operating effectively; and v
i. that systems to ensure compliance with the provisions of all applicable laws were in
place and that such systems were adequate and operating effectively
16. AUDITORS AND AUDITORS REPORTS
A. Statutory Auditor
In terms of Section 139 of the Act, the members of the company at 27th AGM
appointed M/s A. Mohan & Co., Chartered Accountants (FRN. 017403N) as statutory
auditors of the company for a period of five years commencing from the financial year
2022-23 until the financial year 2026-27. The statutory auditors have confirmed they are
not disqualified from continuing as auditors of the Company.
The report of the auditors is self-explanatory and there are no qualifications,
reservations or adverse remarks made by the Statutory Auditors in their audit report on
the financial statement for the year ended 31st March, 2023.
B. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and rules made there under, the
Board has appointed M/s P.K. Mishra & Associates, Practising Company Secretary, to
conduct Secretarial Audit of company for the financial year 2022-23. The Secretarial Audit
Report for the financial year ended March 31, 2023, is annexed to this report as Annexure
III. The Secretarial Audit Report is self-explanatory and there are no qualifications,
reservations or adverse remarks made by the Secretarial Auditor.
17. REPORTING OF FRAUDS
During the year under review, the Statutory Auditor or Secretarial Auditor have not
reported any instances of fraud in the Company committed by officers or employees of the
Company under Section 143(12) of the Companies Act, 2013.
18. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES COMPANIES
The Company has no subsidiary Company or Associate Company. The Company has not entered
into any joint venture during the year under review.
19. RELATED PARTY TRANSACTIONS
During the year under review, all contracts/arrangements/transactions entered into by
the Company with related parties were in ordinary course of business and on an arm's
length basis in compliance with the applicable provisions of the Act and SEBI Listing
Regulations. There was no material related party transactions by the Company during the
year under review. Accordingly, the disclosure of Related Party Transactions as required
under Section 134(3)(h) of the Act in Form AOC-2 is not applicable. Attention of the
members is drawn to Note No. 29 to the Financial Statements which sets out related party
disclosure.
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
In view of the nature of the activities carried out by the Company, disclosure in terms
of Section 134 (3) (m) of the Companies Act 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 pertaining to the Conservation of Energy and Technology Absorption
is not applicable to the Company. There was no foreign exchange inflow or outflow during
the year under review.
21. BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report as required by Regulation 34(2) of the SEBI Listing
Regulations, 2015, is applicable to the Top 1000 companies based on the market
capitalisation of the company. Therefore, the requirement of preparing Business
Responsibility Report is not applicable to the company.
22. ANNUAL RETURN
In pursuance to the provisions of Section 92(3), read with Section 134(3) (a) of the
Companies Act, 2013 the copy of Annual Return for the Financial year ended 31st
March, 2023 is available on the website of the Company at www.smartfinsec.com.
23. CORPORATE SOCIAL RESPONSIBILTY
During the financial year under review, your Company has not met criteria laid down
under the provisions of Section 135(1) of the Companies Act, 2013 read with companies
(Corporate Social Responsibility Policy) Rules, 2014 and accordingly the provisions
Corporate Social Responsibility are not applicable to the Company.
24. COST AUDIT
The provisions of Section 148 read with the Companies (Cost records and Audit) Rules,
2014, pertaining to maintaining of Cost records and cost audit, is not applicable to the
Company.
25. MANAGEMENT DISCUSSION AND ANALYSIS.
The Management Discussion and Analysis Report for the year under review as stipulated
under Regulation 34 of SEBI Listing Obligations and Disclosure Requirements) Regulations,
2015, is annexed as Annexure IV to this Report.
26. CORPORATE GOVERNANCE
Since, the paid- up capital of the Company is less than 10 Crores and Net worth is less
than 25 Crores, the provisions of the Corporate Governance as stipulated under Regulation
15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not
applicable to the Company. Provided that where the provision of the Act becomes applicable
to the Company at a later date, the Company shall comply with the requirements within six
months from the date on which the provisions become applicable to the Company.
27. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES.
Since the Company is Non-Banking Financial Company registered with the RBI, the
disclosures pertaining to Loans, Guarantees and Investments covered under the provisions
of Section 186 of the Companies Act, 2013 are not applicable. However, the brief
particulars can be found in the Financial Statement of the Company for financial year
2022-23.
28. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
There are no significant material orders passed by the regulators or courts or
tribunals which would impact the going concern status and company's operations in future.
29. COMPLIANCE WITH RBI GUIDELINES
Your Company is compliant with all the applicable RBI regulatory norms. Since the
company is Non-systematically important Non deposit taking NBFC, the company is complying
with all the provisions of the master directions and other applicable circulars, issued in
this regard from time to time.
30. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting the financial position of the
Company between the end of the financial year and the date of this report.
31. PARTICULARS OF EMPLOYEES
The information required under section on 197(12) of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are mentioned
as per Annexure II
32. DISCLOSURE OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has zero tolerance towards sexual harassment at workplace and has adopted
a policy on prevention, prohibition & redressal of sexual harassment at work place in
line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Company has also constituted an Internal
Committee under the Sexual Harassment of women at workplace (Prevention, Prohibition and
Redressal) Act, 2013. There was no complaint on sexual harassment during the year under
review.
33. IBC CODE & ONE TIME SETTLEMENT
During the year under review, there were no applications made or proceedings pending in
the name of the Company under Insolvency and Bankruptcy Code, 2016. There has not been any
instance of one time settlement of the company with any bank or financial institution.
34. CAUTIONARY STATEMENT:
Statements in this Directors' Report describing the Company's objectives, projections,
estimates, expectations or predictions may be forward-looking statements
within the meaning of applicable securities laws and regulations. Actual results could
differ materially from those expressed or implied. Important factors that could make
difference to the Company's operations include changes in Government regulations, Tax
regimes, economic developments within India and other ancillary factor.
35. APPRECIATION
We are grateful to the Government of India, Reserve Bank of India, Securities and
Exchange Board of India, BSE Limited, Ministry of Finance, Ministry of Corporate Affairs,
Registrar of Companies, other government and regulatory authorities, lenders, financial
institutions and the Company's bankers 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, customers, Shareholders, Stakeholders and all
other business associates for their support and trust reposed in us.
Your Directors express their profound feeling of appreciation for every one of the
employees whose responsibility, co-activity, dynamic interest, commitment and polished
skill has made the organization's growth possible.
Finally, the Directors thank you for your continued trust and support.
|
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By Order of the board |
|
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For Smart Finsec Limited |
|
Sd/- |
Sd/- |
Place: New Delhi |
Arun Khera |
Sachit Khera |
Date: August 28, 2023 |
Managing Director |
Director |
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DIN: 00055694 |
DIN:03536957 |
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