Dear Members,
The Board of Directors hereby submits their report of the business and operations of
your Company (the Company or Abhinav Capital Services Limited)
along with the Audited financial Statements, for the financial year ended March 31, 2024.
Financial Performance (Rupees in Lakhs)
Particulars |
Current Year 2023-24 |
Previous Year 2022-23 |
Revenue from Operations |
1,529.47 |
1,324.28 |
Other Income |
- |
- |
Income from operations |
1,529.47 |
1,324.28 |
Less : Financial Expenses |
333.45 |
48.48 |
Less : Depreciation &Amortisation Expenses |
- |
- |
Less : Other Expenses |
52.67 |
30.21 |
Less : Employee Benefits Expenses |
54.48 |
29.29 |
Total Expenses |
440.60 |
107.97 |
Profit/(Loss) Before Tax & Exceptional Items |
1,088.87 |
1,216.31 |
Less : Current year Taxation |
170.00 |
220.00 |
Less : Deferred Tax Expense/(Income) |
(6.49) |
24.51 |
Less : Tax Expenses of earlier years |
(0.64) |
3.56 |
Profit After Tax |
926.01 |
968.24 |
Add : Other Comprehensive Income (OCI ) |
|
|
Items that will not be reclassified to Profit and Loss |
|
|
Changes in Fair Value of fair value through OCI (FVOCI) equity
instruments |
989.61 |
564.40 |
Components of actuarial gain/ losses on obligations: |
|
|
Due to change in financial assumptions |
(0.38) |
- |
Due to experience adjustments |
(0.93) |
- |
Tax Impact on above |
(248.74) |
(142.04) |
Other comprehensive Income |
739.57 |
422.35 |
Total Comprehensive Income for the year |
1,665.58 |
1,390.59 |
Review of Operations
During the year under review, your companys total revenue amounted to Rs.
1,529.47 Lakhs compared to Rs. 1,324.28 Lakhs in the previous year. Profit before tax was
Rs. 1,088.87 Lakhs compared to Rs. 1,216.31 Lakhs for the previous year. Profit after tax
stood at Rs. 926.01 Lakhs compared to Rs. 968.24 Lakhs in the previous year. Net profit of
the Company decreased by Rs. 42.23 lakhs due to Financial cost of short term borrowing.
Your Company being a Non-Banking Financial Company is required to raise funds for its
business requirements. Your Company disbursed loan of Rs. 2,259 .42 lakhs compared to the
previous year's figure of Rs. 792.42 lakhs. Companys investment increased from
Rs.3,531.18 Lakhs to 4,844.05 lakhs. Your Company earned interest income of Rs. 473.94
lakhs compared to last year's interest income of Rs. 244.27 Lakhs
SWOT analysis Strengths
Distinguished financial services provider, with local talent catering to local
customers. Simplified and prompt loan request appraisals and disbursements. Product
innovation and superior delivery. Innovative resource mobilization techniques and prudent
fund management practices.
Weakness
Regulatory restrictions continuously evolving government regulations may Impact
operations. Uncertain economic and political environment.
Opportunities
Demographic changes and under-penetration. Large untapped markets. Use of digital
solutions for business/collections.
Threats
High cost of funds.
Rising Non-Performing Assets (NPAs). Competition from other NBFCs and banks
Reserves
Your Company has transferred an amount of Rs. 185.20Lakhs to Reserve Fund under Section
45-IC of the RBI Act, 1934.
Dividend
To conserve capital for the growth of your directors do not recommend any dividend
payment at the ensuing AGM to be held on 30th September 2024.
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.
There are no material changes and commitments, affecting the financial position of the
Company which have occurred between the end of the financial year of the Company to which
the financial statements relate and the date of this Report.
Share Capital
The Authorized Share Capital of the Company is Rs.8,00,00,000/- divided in to 80,00,000
Equity Shares of face value of Rs.10/- each. There is no change in the Authorized Share
Capital of the Company during the year under review.
The Paid-up Share Capital of the Company is Rs.6,92,46,000/- divided in to 69,24,600
Equity Shares of face value of Rs.10/- each. There is no change in the Paid-up Share
Capital of the Company during the year under review.
The Company has not issued any equity shares with differential rights as to dividend,
voting or otherwise during the year under review.
a) Buy Back Of Securities
The Company has not bought back any of its securities during the year under review.
b) Sweat Equity
The Company has not issued any sweat equity during the year under review.
C) Bonus Shares
The Company has not issued any bonus shares during the year under review.
Listing Of Shares
The Companys equity shares are listed on BSE Ltd. The Company confirmed that the
annual listing fees have been paid to the Stock exchange for FY2023-24.
Subsidiaries, Joint Ventures And Associate Companies
The Company does not have any Subsidiary, Joint venture or Associate Company.
Capital Adequacy Ratio
Your Companys Capital Adequacy Ratio as of 31st March 2024, stood at
3.50% of the aggregate risk-weighted assets on the balance sheet and risk-adjusted value
of the off-balance sheet items, which is well above the regulatory minimum of 10% and out
of CRAR the tier I capital stood at 3.41% and tier II capital at 0.09%
Directors & Key Managerial Personnel
In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mrs. Ritu Mohatta(DIN:08860676)Director is retiring by
rotation at the ensuing Annual General Meeting of the Company and is eligible for
re-appointment & she has offered herself for re-appointment.
Appropriate resolutions for the appointment/re-appointment of Directors are being
placed for your approval at the ensuing Annual General Meeting.
Declaration by Independent Directors
The Company has received declaration from all the Independent Directors of the Company
confirming that they meet with the criteria of independence as prescribed under
sub-section (6) of Section 149 of the Companies Act, 2013
Familiarisation Programme for the Independent Directors
In compliance with the requirements of the Listing Regulations , the Company has put in
place a Familiarization Program for the Independent directors to familiarize them with the
Company, their roles, rights, responsibilities in the Company, the nature of the industry
in which the Company operates, business model etc.
Meeting of Independent Directors
The Independent Directors met once during the year under review. The Meeting was
conducted in an informal manner without the presence of the Chairman, the Non-Executive,
Non-Independent Directors and the Chief Financial Officer.
Policies on appointment and remuneration of Directors
Policy for determining qualifications of directors and Policy for remuneration of
Directors approved by the Nomination and Remuneration Committee of the Board of Directors.
The salient features and changes to the policy on directors appointment and
remuneration, including the criteria for determining qualifications, positive attributes,
independence of a director and other matters, as required under sub-section (3) of section
178 of the Act form a part of the Corporate Governance Report. The policy is available.
Board and Directors evaluation
Performance evaluation of the Board as a whole, individual directors and of the Board
Committees, was carried out by Board of Directors, as suggested by the Nomination and
Remuneration Committee.
The evaluation was done by the framework and criteria laid down by the Committee.
Further, at a separate meeting, the Independent Directors evaluated the performance of
Non-Independent Directors, the Board as a whole and of the Chairman of the Board.
The manner of evaluating Board of Directors performance and matters incidental thereto
is detailed in the Corporate Governance Report, which forms part of this report. The Board
of Directors was satisfied with the evaluation process and expressed satisfaction over the
performance of individual directors, the Board as a whole, and the Board Committees, as
Revealed by the evaluation reports.
Compliance of RBI Regulations/ Guidelines/ Directors
Your Company is a non-deposit taking non-banking financial company registered with the
Reserve Bank of India ("RBI") and classified as NBFC Middle Layer under RBI
Master Direction- Reserve Bank of India (Non- Banking Financial Company Scale Based
Regulation) Directors, 2023.
The Company continues to comply with all the applicable regulations/ guidelines/
directions prescribed by RBI, from time to time. In terms of paragraph 9BB of the NBFC
Regulations, the particulars as applicable to the company are appended to the Balance
sheet.
Details of Board Meetings
During the year under review, Five Board meetings were held, details of which are
provided in Corporate Governance Report.
Public Deposits
The Company has not taken any deposits from the public for which information is
required to be given in the Report.
Conservation Of Energy
The company is utilizing electricity optimally.
Technology Absorption
The company has not purchased or imported any new technology. Hence, not applicable.
Foreign Exchange Earnings and Outgo: NIL
Particulars of Employees: -
During the year under report, your Company has not employed any person who was in
receipt of remuneration in excess of the limits specified under Section 197 of the Act
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
Details of Unclaimed Suspense Account
The Company is not having unclaimed suspense account as required under schedule V of
the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
Corporate Social Responsibility (CSR) Policy
Your Company has formulated a Corporate Social Responsibility Policy with the objective
"give back to the society". In line with this approach your company has under
taken social activities such as promoting education, hygiene, preventive health care,
animal welfare, eradicating of hunger, poverty &malnutrition , making available safe
drinking water, education to the poor, old age healthcare, environment sustainability,
rural sports and helping other organization through donations and active participation of
directors of the company.
Pursuant to the provisions of Section 135 and Schedule VII and related rules of the
Companies Act, 2013, the Corporate Social Responsibility (CSR) committee of the Board of
Directors has been formed consisting of the following members namely Mr. Chetan Karia,
Mrs. Ritu Mohatta& Mr. Nasir Shaikh to recommend the policy on Corporate Social
Responsibility and monitor its implementation.
Your Company initially decided to focus on education, health and animal welfare as key
areas which required attention. The objective is to make an impact on the quality of life
of the common people in its neighborhood. Corporate Social Responsibility Report has been
included in this report as "Annexure A".
Auditors And Audit Reports Statutory Auditors
M/s S C Mehra & Associates LLP, Chartered Accountants (ICAI Registration No.:
106156W/ W100305) are the Statutory Auditors of the Company. Their appointment is up to
the conclusion of AGM to be held in FY 2027 of the Company.
Further, the report of the Statutory Auditors is provided in the financial section of
the Annual Report. The Statutory Auditors report does not contain any
qualifications, reservations, adverse remarks or disclaimers.
Internal Audit
The internal Audit function provides an assurance to the Audit Committee/ Board of
Directors and the senior management on the quality and effectiveness of the Companys
internal controls, risk management, and governance-related systems and processes.
At the beginning of each financial year, an audit plan is rolled out after the approval
of the Audit Committee. The Audit Committee on a quarterly basis reviews the internal
audit reports based on the approved plan, which include significant audit observations and
action taken reports.
Your Company has appointed Internal Auditor to perform Internal Audit as per the scope
approved by the Audit Committee of the Company.
Secretarial Auditors
Pursuant to provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24Aof the Listing
Regulations, Board had appointed M/s. D G Prajapati & Associates, Practicing Company
Secretaries to undertake the Secretarial Audit of the Company.
Secretarial Audit Report is annexed to this report as "Annexure B".
There are no qualifications or reservations or adverse remarks in the Secretarial Audit
Report. The Secretarial Audit Report is self-explanatory and does not call for any further
comments.
Annual Secretarial Compliance Report
M/s. D G Prajapati & Associates, Practicing Company Secretaries, have issued
Secretarial Compliance Report for the year ended31stMarch 2024 confirming
compliance of SEBI Regulations /guidelines / circulars issued thereunder and applicable to
the Company. There are no observations or adverse remarks in their report.
Secretarial Standards
The Company has devised proper system to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
& that such system are adequate & operating efficiently.
Extract of Annual Return as per Section 92 (3) of Companies Act 2013
A copy of the annual return as provided under section 92(3) of the Act, in the
prescribed form, which will be filed with the Registrar of Companies/MCA, is hosted on the
Companys website and can be accessed at https://www.abhinavcapital.com.
Reports on Management Discussion Analysis
As required under the SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015, management discussion and analysis report are annexed to this Report as
Annexure- C.
Directors Comments on Auditors Report
The observations made by the Auditors in their Report read with relevant notes given in
the Notes to Accounts are self-explanatory and therefore, do not require any comments from
your Directors pursuant to Section 134 (3) (f) of the Companies Act, 2013.
Directors Responsibility Statement
Pursuant to the requirement under section 134(5) of Companies Act, 2013, with respect
of Directors responsibility statement, it is hereby confirmed that:
i) in the preparation of the account for the financial year ended 31stMarch
2024; the applicable accounting standards had been followed along with proper explanation
relating to material departure.
ii) the Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true
& fair view of the state of affairs of the Company at the end of the financial year
and of the profit and loss of the Company for the year under review.
iii) the Directors had taken proper and sufficient care 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 Directors had prepared the accounts for the financial year ended 31st March
2024 on a going concern basis.
v) the Directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
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 effectively.
Disclosure of Composition of Audit Committee
The Audit Committee Member consists of Mr. Girish Desai, Mr. Chetan Karia & Ms.
Gayatri Sonavane. The committee inter-alia reviews the internal control system &
compliance of various regulations. The committee also reviews at length financial
statements before they are placed before the Board.
Related Party Transactions
All the Related Party transactions ("RPTs") entered into during the financial
year were in accordance with the Companys Policy on Related Party Transactions, on
an arms length basis and in the ordinary course of business.
Pursuant to Regulation 23(3) of the Listing Regulations and Rule 6A of the Companies
(Meetings of Board and its Powers)Rules, 2014, the Audit Committee granted omnibus
approval to the transactions likely to be entered into by the Company with related parties
during the year and are of repetitive nature. A statement of all the RPTs effected is
presented before the Audit Committee on a quarterly basis. Members may refer to Note No.
26 to the Financial Statement which sets out related party disclosures pursuant to IND
AS-24.
During the year, the Company had not entered into any transactions with related
parties, which could be considered as material in accordance with the Companys
Policy on materiality of RPT or which are required to be reported in Form AOC-2 in terms
of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the
Companies(Accounts) Rules, 2014.
Borrowings
The Company has borrowed Rs. 37,50,00,000/- during the FY 2023-24.
Fixed Deposits
The Company has not accepted any fixed deposit during the year under review.
The Company has complied with the applicable provisions of secretarial standards issued
by The Institute of Company Secretaries of India.
Risk Management Policy
The Company does not fall under the criteria of applicability of Risk Management
Policy.
Particulars of Loans, Guarantees or Investments
Pursuant to section 186(11) of the Companies Act, 2013 (the Act), the
provisions of section 186 (4) of the Act requiring disclosure in the financial statements
of the full particulars of the loans made and guarantees given or securities provided by a
Non-Banking Financial Company in the ordinary course of its business and the purpose for
which the loan or guarantee or security is proposed to be utilized by the recipient of the
loan or guarantee or security are exempted from disclosure in the Annual Report.
Further, under the provisions of section 186 (4) of the Act, the details of investments
made by the Company are given in the Notes to the Financial Statements.
Internal Control System
The Companys Internal Control procedure which includes Internal Financial
Controls ensures compliance with various policies, practices & Statutes &keeps in
view the Companys pace of growth.
Evaluation of Performance of the Board, Its Committees, and Individual Directors
The Board of Directors has carried out an annual evaluation of its performance, its
various committees and individual directors pursuant to the provisions of the Act and the
Corporate Governance requirements as prescribed under the Listing Regulations. The
performance of the Board was evaluated by the Board after seeking inputs from all the
directors on the basis of various criteria such as Board Composition, process, dynamics,
quality of deliberations, strategic discussions, effective reviews, committee
participation, governance reviews etc.
Whistle Blower Policy/ Vigil Mechanism
To create enduring value for all stakeholders and ensure the highest level of honesty,
integrity and ethical behavior in all its operations, the company has formulated a Vigil
Mechanism named as Abhinav Whistle Blower Policy in addition to the existing code of
conduct that governs the actions of its employees.
The Vigil Mechanism as envisaged in the Companies Act, 2013 and the Rules prescribed
there under and the Listing Regulations is implemented through the Whistle Blower Policy,
to provide for adequate safeguards against the victimization of persons who use such
mechanism and make provision for direct access to the Chairman of the Audit Committee.
The Whistle Blower Policy provides for protected disclosure and protection to the
Whistle Blower. Under the Whistle Blower Policy, the confidentiality of those reporting
violation(s) is protected, and they are not subject to any discriminatory practices.
Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected,
and they are not subject to any discriminatory practices.
Prevention of Insider Trading
The Company has adopted Code of Conduct for the Prevention of Insider Trading with a
view to regulate trading in Securities by the Directors and Designated employees of the
Company. The Company has also taken software containing Structural Digital Database for
maintaining names of persons with whom unpublished price sensitive information is shared.
The code requires pre-clearance for dealing in the Companys shares and prohibits
the purchase or sale of
Company shares by the Directors and the Designated Employees while in possession of
unpublished price sensitive information in relation to the Company and during the period
when the trading window is closed. The Board is responsible for the implementation of the
Code. The Code is available on the website of the Company at
https://www.abhinavcapital.com.
Maintenance of Cost records
The maintenance of Cost records as specified by the Central Government under sub
section (1) of section 148 of the Companies Act, 2013 is not applicable to the Company and
accordingly such accounts and records are not made and maintained by the Company.
Internal Complaints Committee
The Company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of women at workplace (prevention,
prohibition and Redressed Act, 2013.
Disclosure Under Sexual Harassment of Woman At Workplace (Prevention, Prohibition &
Redressed) Act 2013
The Company has zero tolerance towards Sexual Harassment at the works place & has
adopted a policy on Prevention, Prohibition & Redressed on works place in line with
the act. The Company has not received any complaints of sexual harassment during FY
2023-24.
Corporate Governance & Management Discussion & Analysis Statement
The Company has taken adequate steps to ensure that the conditions of Corporate
Governance as stipulated in Listing Regulations of the Stock Exchange are complied with. A
detailed report on Corporate Governance has-been included in this report as "Annexure
D".
The Company has also obtained a certificate from the auditors of the company regarding
compliance of conditions of Corporate Governance.
Further, Management Discussion and Analysis report is also annexed to this report.
Details of Significant Material Orders passed by the Regulators/ Courts/ Tribunal
impacting the Going
Concern Status and Companys Operation in Future
There are no Significant Material Orders passed by the Regulators/ Courts/ Tribunal
which would impact the going concern status of the company and its future operations.
Details of Fraud Reported by Auditors
During the year under review, no frauds have been reported by the Auditor (Statutory
Auditor, Secretarial Auditor) to the Audit Committee/ Board, under section 143(12) of the
Act.
Statutory Disclosures i. Pursuant to the provisions of Section 134(3)(a) and
Section 92(3), the Annual Return of the Company in the prescribed Form MGT-7 is available
on the website of the Company. ii. Disclosures in terms of Section 197(12) read with Rule
5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure
E. iii. Declaration pursuant to Schedule V of the Listing Regulations has been
provided in "Annexure F" iv. Compliance Certificate as required under
Regulation 17(8) of SEBI (Listing Obligations & Disclosure Requirements) Regulations
2015 is also provided in "Annexure F"
Acknowledgment
Your directors thank the clients for their confidence in the Company, which has enabled
the Company to reach to a new level of customer satisfaction. The Board places
acknowledgment to the employees for their teamwork and professional approach for the
Companys image. Your directors would like to express their gratitude for the
continuous support and guidance received from Companys lenders, bankers, the
Government departments, and SEBI and Stock Exchange officials.
For and on behalf of the Board of Directors,
Abhinav Capital Services Limited
Sd/- Chetan Karia Chairman (DIN: 00015113)
Place: Mumbai
Date: 14/08/2024
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