As on: Jun 30, 2025 06:26 PM
To
The Members of
Sri Amarnath Finance Limited
Your Directors are pleased to present their Thirty Ninth Report of the Company together with the audited financial statements for the Financial Year ended on March 31, 2024.
The performance highlights and summarized financial results of the Company are given below:
1. INFORMATION ON STATUS OF AFFAIRS OF THE COMPANY
Income from operation for the year was Rs. 5.24 Crores as compared to Rs. 4.89 Crores in 2022-23, a increase of 7%
Profit Before Tax for the year was Rs. 3.83 Crores as compared to Rs. 3.32 Crores in 2022-23, a increase of 15%
Profit After Tax for the year was Rs. 2.74 Crores as compared to Rs. 2.59 Crores in 2022-23, a increase of 6%
FINANCIAL RESULTS
(In Rs.)
2. DIVIDEND
The Company did not recommend any dividend for the year.
3. TRANSFER TO RESERVES
During the year under review, your Company has transferred a sum of Rs. 54,81,526/- to the reserves from the profits of the Company in accordance with the provisions of section 45IC of the Reserve Bank of India.
4. CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the Company during the financial year 2023-24.
5. NAME OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
Your Company does not have any subsidiary, joint Venture or associate Company.
6. DETAILS OF DEPOSITS COVERED UNDER CHAPTER V OF COMPANIES ACT, 2013
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.
As of the end of March 31, 2024, an amount of NIL matured deposits remained unclaimed.
7. RBI GUIDELINES:
The company continues to fulfill all the norms and standards laid down by the Reserve Bank of India for the Non Banking Financial Company.
8. NBFC REGISTRATION
The Company has been registered with Reserve bank of India as Non Banking Finance Company vides registration no. B-14.01224 dated 4th January, 2003.
9. CREDIT RATING
The directors of the Company are happy to report that the company get its membership certificate from all CICs i.e., Credit Information Bureau (India) Limited (CBIL), Equifax Credit Information Services Private Limited (ECIS), Experian Credit Information Company of India Private Limited, CRIF High Mark Credit Information Services Private Limited. A sound rating/upgrade in a challenged business environment speaks volumes about the Company's performance and its systems & processes.
10. EXPOSURE TO REAL ESTATE:
The following are details of loan provided to the companies engaged in real estate business during the financial year 2023-24:
11. DEMATERIALIZATION OF SHARES :
The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The ISIN No INE985Q01010 has been allotted for the company. Therefore, the investors may keep their shareholding in the electronic mode with their depository Participant. 67.99% of the Company's paid-up Share Capital is in dematerialized form as on 31stMarch, 2024 and balance 32.01% in physical form.
12. THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL
WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR
Ms. Nishi Seth (DIN:01101809), Non-Executive & Non-Independent Director of the Company, who has retired by rotation in accordance with the provisions of Section 152 of the Companies Act, 2013 at the 38th Annual General Meeting and being eligible, offered herself for reappointment. Ms. Nishi Seth (DIN:01101809) has been re-appointed as a Non-Executive & Non-Independent Director of the Company.
Ms. Harlin Arora (DIN: 08193621), Non-Executive & Independent Directors of the Company has resigned from the Board w.e.f. 05th December, 2023 on account of personal reasons and unavoidable reason.
Mr. Mohit Srivastava has tendered his resignation from the post of Company Secretary & Compliance officer of the Company with effect from 21.02.2023 and in place the board of directors appointed Mr. Rahul Kapasiya as a Company Secretary & Compliance officer of the Company with effect from 17.05.2023.
The Company has received consent in writing to act as directors in Form DIR-2 and intimation in Form DIR-8 pursuant to Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014, to the effect that they are not disqualified under section (2) of section 164 of the Companies Act, 2013. The Board considers that his association would be immense benefit to the Company and it is desirable to avail his services as Directors. Accordingly, the Board recommends the resolution related to appointment of above directors for the approval of shareholders of the company.
13. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions contained in Section 134 (5) of the Companies Act, 2013, Your Directors, confirm that:
i) In the preparation of the annual accounts for the financial year ended on March 31, 2024 the applicable Indian Accounting Standards have been followed and there are no material departures from the same; ii) The selected accounting policies were applied consistently and the Directors 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 as at March 31, 2024 and of the profit of the Company for that period.
iii) 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;
iv) The annual accounts have been prepared on a 'going concern' basis.
v) The Internal financial controls have been laid by the Directors to be followed by the Company and such financial controls are adequate and were operating effectively.
vi) Proper systems had been devised in compliance with the provision of the all applicable laws and such systems were adequate and operating effectively.
14. EXTRACT OF ANNUAL RETURN
As provided under section 134(3)(a) and section 92(3) of the Companies Act, 2013, the draft Annual Return in the prescribed form MGT-7 as on 31st March 2024 is available on the
Company's website at http://www.sriamarnathfinance.in
15. CORPORATE GOVERNANCE REPORT
Your Company has been practicing the principles of good Corporate Governance over the years and it is a continuous and ongoing process. A report on the Corporate Governance as required under Regulation 24, 34(3) and 54(f) read with Schedule V of Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 is given in this Report as Annexure-A.
Details on number of Meetings of Board and Committees and composition of various Committees of the Board including their Terms of Reference are in the annexed Corporate Governance Report.
16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under the SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 is annexed as Annexure-B and forms part of the Directors' Report.
17. NUMBER OF MEETINGS OF THE BOARD
During the year, Six (6) meetings of the Board of Directors were held. For further details, please refer Report on Corporate Governance.
18. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER
SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.
During the year under consideration, Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company under section 143(12) of the Companies Act, 2013.
19. INDEPENDENT DIRECTORS DECLARATION
Presently the Company has two Independent Directors namely Mr. Rajesh Sabharwal and Ms. Pooja Bedi, who have given declaration that they meet the eligibility criteria of independence as provided in sub-section (6) of Section 149 of Companies Act, 2013.
20. DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF
THE COMPANY PURSUANT TO SECTION 134(3) (e) AND SECTION 178 (3)
The Board of the Directors had framed the policy which lays down a framework in relation to Remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The Remuneration Policy is disclosed on the Company's website http://www.sriamarnathfinance.in
21. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:
In pursuant to the provision of section 177(9) & (10) of the Companies Act, 2013 the company had formulated a Whistle blower policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the Company' s code of conduct or ethics policy. The Whistle Blower policy is available on website of the Company http://www.sriamarnathfinance.in
22. AUDITOR AND AUDITOR'S REPORT
Statutory Auditor
M/s Rajender Kumar Singal & Associates LLP, Chartered Accountants, (ICAI Firm Registration No. 016379N) was appointed as the Statutory Auditor of the Company in the 36th Annual General Meeting till the conclusion of 41stAnnual General Meeting on remuneration to be fixed by the Audit Committee and approve by Board of Directors of the Company.
There are no qualifications, reservations or adverse remarks or disclaimers made by the M/s Rajender Kumar Singal & Associates LLP, Chartered Accountants, The Statutory Auditor, in their report for the Financial Year ending on March 31, 2024 under review Auditors' Report is annexed herewith and forms a part of Annual report.
Secretarial Auditors
Secretarial Audit of the Company has been undertaken by M/s Sumit Bajaj & Associates, a firm of Company Secretaries in Practice. The Report of the Secretarial Audit Report is included as "Annexure- C" and forms an integral part of this report. Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
Internal Auditor
The Company has appointed M/s. R Garg & Company as an Internal Auditor of the Company for the financial year 2024-25. M/s. R Garg & Company placed the internal audit report to the company which is self explanatory and need no comments.
23. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS
OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS IN THEIR REPORTS
There were no qualifications, reservations or adverse remarks made by the Statutory Auditors or Secretarial Auditors in their report.
24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of loans, guarantees and investments covered by the provisions of section 186 of the Companies Act, 2013 are given in the notes to the financial statements.
25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES
The Particulars or arrangements with related parties for the financial year 2023-24 are annexed herewith as "Annexure- D" to the financial statements in form AOC-2. The details of related party disclosures also form part of the notes to the financial statements.
26. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Company occurred from the end of the Financial Year 2023-24 till the date of this report.
Further there was no change in the nature of business of the Company.
27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNING AND OUTGO
The company does not fall under the industries covered by the companies (Accounts) Rules, 2014. Hence, the requirement of disclosure in relation to the conservation of energy, technology absorption, foreign exchange earnings & outgo are not applicable to it.
28. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION
OF RISK MANAGEMENT POLICY OF THE COMPANY
The assets of the company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profit, etc other risks which considered necessary by the management. The company has been addressing the various risks impacting the company and the policy of the company on Risk Management is provided as part of the Management Discussion and Analysis Report which forms part of this Annual Report.
29. CORPORATE SOCIAL RESPONSIBILITY POLICY
The provisions of Section 135 of companies Act, 2013 are not applicable on your Company.
30. EVALUATION BY BOARD OF ITS OWN PERFORMANCE, ITS
COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the applicable provisions of the Companies Act, 2013 and Regulation 15 of the Listing Regulations, the Company has devised the policy for performance evaluation of the Independent Directors, Board, Committees and other individual Directors, which includes criteria for performance evaluation of non-executive directors and executive directors.
The evaluation of all the directors and Board as a whole was conducted based on the criteria and framework adopted by the Board. More details regarding evaluation process have been provided under Corporate Governance Report, which forms part of this Annual Report.
31. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The company has in place an Anti-Sexual Harassment Policy in line with the requirements of Section 22 and Section 28 of The Sexual Harassment of Woman at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed off during the year 2023-24.
No. of complaint received during
The financial year 2023-2024 : 0 No of Complaints disposed off : 0
33. HEALTH SAFETY AND ENVIRONMENT PROTECTION
The company has complied with all applicable environmental law and labour laws. The Company has been complying with the relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.
34. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND
BANKCRUPTCY CODE,2016:
The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence 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 is not applicable.
35. DIFFERENCE IN VALUATION:
36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS
During the period under review, there were no significant and material orders passed by the regulators/ courts or tribunals that would impact going concern status of the Company and its future operations. The Company has in its last Board Report(s) notified its Shareholders that the Company is also in receipt of notice under section 272(4) of Companies Act, 2013 from the office of Regional Director, Northern Region. In this regard the Registrar of Companies, Delhi & Haryana has filed a petition under section 271-272 of the Companies Act, 2013 against the Company before Hon'ble
National Company Law Tribunal (NCLT) Delhi bench & an ex-parte interim order has been passed on 04.06.218 by Hon'ble National Company Law Tribunal (NCLT), Delhi Bench against the Company restraining the Company from alienating, encumbering or transferring the fixed assets of the Company and also restraining the company from operating its bank accounts.
We would like to update you that the petition of Registrar of Companies (ROC) against the Company seeking winding up stands dismissed by the Hon''ble National Company Law Tribunal (NCLT), Delhi, Bench-II.
The Hon'ble NCLT, Delhi Bench-II has passed the order dated 03.02.2020 in favour of Sri Amarnath Finance Limited by dismissing/rejecting ROC petition on the grounds of lack of sanction.
Further, Registrar of Companies has filed an appeal with the Hon'ble National Company Law
Appellate Tribunal in the same matter and appeal is admitted and the case is under adjudication till date.
37. NON-BANKING FINANCIAL COMPANIES AUDITOR'S REPORT (RBI)
DIRECTIONS, 2008:
Pursuant to the Non-Banking Financial Companies' Auditors' Report (Reserve Bank) Directions,
2008, a report from the Statutory Auditors to the Board of Directors has been received by your Company. This report has certified that the Company has complied with all the directions and prudential norms as prescribed under the RBI Act, 1934.
38. CAPITAL FUND TO RISK WEIGHTED ASSETS:
Percentage to capital funds to the risk weighted assets/exposures
39. PARTICULARS OF EMPLOYEES PURSUANT TO THE SECTION 197 (12)
OF COMPANIES ACT AND RULE 5(1), 5(2) AND 5(3) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:
Sr. No. Name
*Mr. Rahul Kapasiya has appointed as company secretary of the company w.e.f. 17.05.2023
** Ms. Harlin Arora, Non-Executive & Independent Directors of the Company has resigned from the Board w.e.f. 05th December, 2023
The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:
As the company has paid the remuneration to only Managing Director during the financial year 2023-24 and there is no increase in the Salary of Company Secretary and no increase in the Salary of CFO, KMP during the financial year 2023-24.
The percentage increase in the median remuneration of employees in the Financial Year:- Salary increase in this financial year is due to increase in number of employees.
The number of permanent employees on the rolls of company: The company had 9 (Nine) employees during the year.
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 exceptional circumstances for increase in the managerial remuneration (if any):
Salary Increase in this financial year is due to Increase in number of employees. There is no direct nexus between increases in the salary with the performance of the company; further the Company has paid remuneration to its Managing Director during the financial year 2023-24.
Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company hereby affirm that the remuneration paid is as per the as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.
Statement of Particulars of Employees pursuant to the Section 197 (12) of Companies Act and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
a) Details of the employees employed throughout the Financial Year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore rupees and two lakh rupees. Nil
b) Details of the employees employed for a part of the Financial Year and was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month;
Nil
c) If employed throughout the Financial Year or part thereof and was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.
40. OTHER INFORMATION
a) Disclosure of composition of audit committee
Details regarding composition of the Audit Committee are given in the Corporate Governance Report.
b) Board Committees
The Corporate Governance Report also includes details of the various Committees of the Board.
c) Sweat Equity Shares, Employee Stock Option
The Company has not issued any Sweat Equity Shares and had not provided any Stock Option Scheme to the employees during the period under review.
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41. ACKNOWLEDGEMENT
Your Directors wish to express their grateful appreciation for the valuable support and co-operation received from sub-brokers, business associates, vendors, bankers, financial institutions, investors, stakeholders, registrar and share transfer agent, other business affiliates and media.
The Board places on record its sincere appreciation towards the Company's valued clients for the support and confidence reposed by them in the organization and the stakeholders for their continued co-operation and support to the company and looks forward to the continuance of this supportive relationship in future.
Your Directors also place on record their deep sense of appreciation for the devoted services of the employees during the year under review.