To,
The Members of Tilak Ventures Limited,
Your Directors have pleasure in presenting their 42nd Annual
Report on the business and operationsof your Company together with Audited Financial
Statements for the year ended 31st March, 2023.
FINANCIAL RESULTS
The summary of the Company's financial performance for the
Financial Year 2022-2023 as compared to the previous Financial Year 2021-2022 is given
below:
(Amount in Lakhs)
Particulars |
F.Y. 2022- 2023 |
F.Y. 2021-2022 |
F.Y. 2022- 2023 |
F.Y. 2021- 2022 |
|
Standalone |
Consolidated |
Revenue from Commodity Trading |
402.31 |
335.41 |
449.84 |
335.42 |
Revenue from Finance activity |
247.91 |
53.344 |
|
53.34 |
|
|
|
247.91 |
|
Revenue from Operating Income |
253.00 |
562.44 |
253.53 |
56.24 |
Total Revenue |
903.22 |
445.00 |
951.28 |
445.00 |
Total Expense |
604.55 |
467.77 |
668.04 |
467.77 |
Profit/Loss before Dep. & Int. |
298.67 |
(22.77) |
283.24 |
(22.77) |
Depreciation |
- |
- |
4.90 |
- |
Interest |
- |
- |
- |
- |
Profit/Loss after |
298.67 |
(22.77) |
278.34 |
(22.77) |
Depreciation &Interest |
|
|
|
|
Current Tax |
46.34 |
0.91 |
46.34 |
0.91 |
Tax adjustments of earlier years |
8.96 |
15.40 |
8.96 |
15.40 |
Deferred Tax |
0.12 |
- |
0.46 |
- |
Exceptional Item |
- |
- |
- |
- |
Net profit/ (Loss) |
243.25 |
(39.08) |
227.48 |
(39.08) |
Other Comprehensive income for |
(160.30) |
(24.06) |
(160.30) |
(24.06) |
theyear |
|
|
|
|
Balance carried forward to |
82.95 |
(63.14) |
13.95 |
(63.14) |
BalanceSheet |
|
|
|
|
REVIEW OF OPERATIONS
Standalone
During the year under review company has two reporting segments i.e.
Commodity Trading and Finance segment, from which company has generated its revenue. It
can be clearly seen from the figures above that the total revenue of the company Rs.
903.22 Lakhs including other income as against Rs. 445.00 Lakhs in the previous year. The
net profit/(loss) of the Company is Rs. 243.25 Lakhs as against net profit/ (loss) of Rs.
(39.08) Lakhs in the previous year. The management is striving hard to work with great
efforts and maintain high level of optimism to increase the revenue and to achieve profit
margin in coming years.
Consolidated
Being the first year of Consolidated Financials, the company has
recorded Net Profit of Rs. 227.48 lakhs. The Directors are optimistic about future
performance of the Company with new business venture.
CAPITAL STRUCTURE
Authorised Share Capital
The Authorised Share Capital of the Company as on March 31, 2023 is Rs.
23,25,00,000/- (Rupees Twenty Three Crores Twenty Five Lakhs only) comprising of
23,25,00,000 (Twenty Three Crores Twenty Five Lakhs) Equity Shares having Face Value of
Rs. 1.00/- (Rupee One Only).
Paid up Share Capital
During the Financial year 2021-22, the Company has issued Equity Shares
on Right basis to its Existing Shareholders as detailed herein below-
Particulars |
Issue of Securities on
Right Issue to raise fund up to 48,50,00,000/- |
|
Partly Paid up Equity Shares (On
Application) |
Date of Boards Approval |
December 1, 2022 |
Issue Size |
48,18,00,000 |
No. of Shares to be issued |
9,63,60,000 |
Rights Entitlement Ration |
3:4(3 (Three) Right Shares For Every 4
(Four) Equity Shares |
|
Held By Such Eligible Shareholders As On The
Record Date) |
Issue Price (including Securities |
Rs. 5.00/- per share with Rs. 2.50/- paid on
application( Face |
Premium of Rs. 4/- per shares) |
Value of Rs. 0.50/- and Premium of Rs.
2.00/-) |
Record Date |
February 18, 2022 |
Issued Period |
From February 28, 2022 to March 15, 2022 |
Date of Allotment |
March 22, 2022 |
No. of Partly paid up Shares issued on
application money |
9,63,60,000 |
Company has received listing and trading approval vide their Letter No.
DCS/PREF/KK/IP-RT/2049/2021- 22 dated 24th March, 2022 and
DCS/RIGHTS/KK/RT-TP/13157/2021-22 dated 29th March, 2022 respectively for 9,63,60,000
equity shares. The allotted Equity Shares were traded under ISIN No. IN9026L01012, Scrip
Code 890165 w.e.f. 31st March, 2022.
In respect of the 9,63,60,000 Partly paid-up Equity Shares issued on
March 22, 2022 the Company made First and Final call of Rs. 2.50/- paid on First and final
call as per below-
Particular |
First and Final Call |
Reminder-I |
Final Reminder cum
forfeiture |
Call Record Date |
July 18, 2022 |
Not applicable |
Not applicable |
Notice Date |
July 21, 2022 |
November 05, 2022 |
January 28, 2023 |
Period of making payment |
From August 05, 2022 to
August 19, 2022 |
From November 14, 2022 to
November 28, 2022 |
Last date of Payment-
February 22, 2023 |
Valid Call Money received (including premium) |
23,39,32,142.50/- |
Rs. 12,98,005.00/- |
Rs. 6,90,860.00/- |
No. of shares converted into fully paid-up
Equity Shares pursuant to receipt of call money |
9,35,72,857 Equity Shares |
5,19,202 Equity Shares |
2,76,344 Equity Shares |
Date of conversion*/ allotment |
August 29, 2022 |
December 14, 2022 |
March 17, 2023 |
Outstanding Partly paid up Equity Shares
before call/reminder notice |
9,63,60,000 Partly Paid up
Equity Shares |
27,87,143 Partly Paid up
Equity Shares |
22,67,941 Partly Paid up
Equity Shares |
Outstanding Partly paid up Equity Shares after
call/reminder notice |
27,87,143 Partly Paid up
Equity Shares |
22,67,941 Partly Paid up
Equity Shares |
19,91,597 Partly Paid up
Equity Shares** |
* Conversion means Partly paid up shares into Fully Paid up Shares.
**According to the above table, Company has not received First and
Final call money of Rs. 2.50 /- (Face Value of Rs. 0.5/- and Premium of Rs. 2.00/-) on
19,91,597 Partly paid up Equity Shares is liable to forfeit.
As a result of the Right Issue as shown in the above table, the Issued
and Paid up Share Capital of the Company as on March 31, 2023 shown on MCA stood at Rs.
2,23,844,201.50/- divided into 22,28,48,403 fully paid up equity shares of Face value of
Rs. 1/- per shares and 19,91,597 Partly paid up Equity Shares of Rs. 1/- on which the
application money Rs. 0.50/- is received by the Company.
FORFEITURE OF SHARES ON RIGHT BASIS
During the year under review, the Company issued 9,63,60,000 partly
paid up Equity Shares on Right Basis at issue price of Rs. 5.00/-(Rupees Five
only)(including premium of Rs. 4.00/- Only) each with Rs. 2.50/- paid on application and
balance Rs. 2.50/- paid on calls.
The Company received application money of Rs. 2.50/- per share on all
the 9,63,60,000 Equity Shares but balance money of issue price i.e. Rs. 2.50/- was
received on only 9,43,68,403 Equity Shares.
Accordingly, balance 19,91,597 partly paid up equity shares with the
amount of application i.e. Rs. 2.50/- per shares i.e. Rs. 49,78,992.50/- are forfeited by
the Company approved by the Board of Directors in meeting dated March 20, 2023.
The Company has received approval from BSE for the same and awaited the
corporate action process completion.
UTILISATION OF THE PROCEEDS FROM RIGHT ISSUE OF EQUITY SHARES
Original Object |
Original Allocation as per
LOF |
Funds Utilised |
1.Trade Receivables |
Rs.2,00,00,000.00 |
21,62,674.00 |
2.Cash and Cash Equivalents |
Rs.5,70,00,000.00 |
- |
3.Short-term loans and advances |
Rs.4,90,00,000.00 |
- |
4.Other Assets (Investment) |
Rs.11,77,00,000.00 |
45,36,89,461.00 |
5. Net Other Current Assets ( Current Assets
Less Current Liabilities) |
Rs.14,56,00,000.00 |
1,59,00,000.00 |
Total Working Capital |
Rs.38,93,00,000.00 |
47,17,52,135.00 |
General Corporate purposes |
Rs.8,73,00,000.00 |
43,78,013.00 |
TOTAL |
Rs.47,66,00,000.00 |
47,61,30,148.00 |
Notes :
1. In addition to the original object as mentioned in the LOF dated 18th
February, 2022, company has taken shareholders approval as on 29th Sep,
2022 to utilize the funds as per the Main Object, Ancillary and Other Objects as per the
MOA of the Company.
2. Total Amount Raised : Rs. 47,61,30,148/-
3. The total original allocation expenses are excluding the Estimated
Issue related Expenses of Rs 52,00,000.00
BOARD OF DIRECTORS
The Board is duly constituted.
During the year under review, the Board of Directors appointed Mr.
Pratham Jethliya and Mr. Ashish Kachhara as Non Executive Independent Director w.e.f.
14.05.2022 and 13.07.2022 respectively.
During the year, the Company has received resignation from Mr. Vinod
Prabhu from the position of Chief Financial Officer w.e.f. 01.02.2023, due to his
pre-occupation
Further the Board has approved and appointed Ms. Tarannum Bano as Chief
Financial officer of the Company w.e.f. 26th June, 2023.
None of the Directors of the company are disqualified for being
Directors as specified under Section164 of the Companies Act, 2013.
DIVIDEND
During the year, your Directors do not propose any dividend for the
Financial Year ended 31st March, 2023.
DEPOSITS
During the year under review the Company did not invite or accept any
Deposits within the meaning of Section 73 of the Companies Act, 2013.
DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE 2016
During the year under review, there was no application made or
proceedings pending in the name of the Company under the Insolvency Bankruptcy Code, 2016.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT
AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there has been no one time settlement of
Loans taken from Banks and Financial Institutions.
AMOUNTS TO BE TRANSFERRED TO RESERVES
During the year the company has not proposed to transfer any amount to
the General Reserve.
SUBSIDIARIES/ JOINT VENTURE/ASSOCIATES
During the year under review, the Company has subscribed and acquired
1,11,000 equity shares of Rs. 10 each, at Issue Price of Rs. 68.92 (Share Premium of Rs.
58.92) per share amounting to Rs. 76,50,000/- of M/s
Yosto Venture India Private Limited "(Yosto"). The
acquisition results of a controlling stake (51.03%) in the Yosto.
M/s Yosto Venture India Private Limited is registered start up located
at Mumbai and into the business of Office Supplies through E-Commerce
"Wisycart.com".
A separate statement containing the salient features of financial
statements of the subsidiary company M/s. Yosto Ventures India Private Limited of your
Company forms part of Annual Report in the prescribed Form AOC-1 as Annexure I in
compliance with Section 129 and other applicable provisions, if any, of the Companies Act,
2013.
The Financial Statements of the subsidiary companies and related
information are available for inspection by the Members at the Registered Office of the
Company during the business hours on all days except Saturdays, Sundays and public
holidays up to the date of the Annual General Meeting (AGM) as required under Section 136
of the Companies Act, 2013. Further in line with the SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015 and in accordance with IND AS 110,
Consolidated Financial Statement prepared by the Company includes financial information of
its subsidiaries.
The Company will provide a copy of Annual Report and other documents of
its subsidiary companies on the request made y any Member, investor of the Company/
Subsidiary Companies. The Financial Statements of the Subsidiary Companies have been kept
for inspection by any Member at the Registered Office of the Company. The statements are
also available on the website of the Company
LISTING OF SHARES
Shares of the Company are listed on the BSE Limited (BSE), Mumbai,
which provide the wider access to the investor's national wide.
LISTING FEES
The Company has paid the listing fees as mandated under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 to Stock Exchange for the F.Y.
2022-2023.
DEMATERIALISATION AND ELECTRONIC REGISTRAR
The equity shares of your Company are dematerialized with both NSDL and
CDSL under ISIN INE026L01022. As on 31st March 2023, 99.91% equity shares are
in Demat form. Our registrar for electronic connectivity with the National Securities
Depository Limited (NSDL) and Central Depository Services Limited (CDSL) is Link Intime
India Private Limited, Mumbai (SEBI Reg. No: INR000002102).
POSTAL BALLOT
During the year Company held the Meeting through the Postal Ballot on
the following dates with the resolution:-
Meeting date |
Resolution |
Particulars |
17th June, 2022 |
Special Resolution |
Alteration in Article of Association of the
Company |
|
Special Resolution |
Appointment of Mr. Pratham Jethliya (DIN:
09600191) asan |
|
|
Independent Non-executive Director of the
Company. |
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under Section 186
of the Companies Act, 2013 will be produced for verification to the members on their
specific request.
MEEETINGS OF THE BOARD
The Board of Directors of the Company met 15 (Fifteen) Times during the
year under review. The gap between two Meetings did not exceed 120 days (one hundred and
twenty). Detailed information on the meetings of the Board, its Committees and the AGM is
included in the Report on Corporate Governance, which forms part of this Annual Report.
BOARD COMMITTEES
As per the requirement of Companies Act, 2013 and relevant Regulation
of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, Your Company
has the following mandatory committees:
Audit Committee
Nomination and Remuneration Committee (NRC) Stakeholders Relationship
Committee (SRC)
The details of committees along with their composition, number of
meetings and attendance at the meetings are provided in the Corporate Governance Report.
EVALUATION OF BOARD OF DIRECTORS ITS COMMITTEES AND OF INDIVIDUALS
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing
Obligations & Disclosure Requirements) Regulation, 2015, a structured questionnaire
was prepared after taking into consideration of the various aspects of the Board & its
Committees, execution and performance of specific roles, duties, obligations and
governance.
The performance evaluation of Committees, Executive Directors,
Non-Executive Directors and Independent Directors was completed. The Performance
evaluation of the Chairman, Non-ExecutiveDirectors & Board as a whole was carried out
by the Independent Directors. The Board of Directors expressed their satisfaction with the
evaluation process.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the board of
directors, to the best of their knowledge and ability, confirm that:
In the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures; They 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 and loss of the Company for
that period; They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Act for safeguarding the assets of
the Company and for preventing and detecting frauds and other irregularities; They have
prepared annual accounts on a going concern basis; They have laid down internal financial
controls to be followed by the Company and such internal financialControls are adequate
and operating effectively; They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS
The Company has been following well laid down policy on appointment and
remuneration of Directors and Key Managerial Personnel (KMP).
The appointment of Directors is made by the Board pursuant to the
recommendation of Nomination and Remuneration Committee (NRC) The policy for appointment
of directors is placed on the website of the Company on the below link:
https://tilakfinance.files.wordpress.com/2016/04/terms-and- conditions-of- independent
director.pdf
The remuneration of Non-Executive Directors comprises of sitting fees
and commission in accordance with the provisions of Companies Act, 2013.
The remuneration of Executive Directors comprises of Basic Salary,
Perquisites & Allowances and Commission if any. The remuneration is within the limits
prescribed under the Companies Act, 2013 and is recommended by NRC. Approval of Board,
Shareholders and the Central Government, if required, for payment of remuneration to
Executive Directors is sought, from time to time.
Nomination & Remuneration Policy is available on the website of the
Company on the below link: https://tilakfinance.files.wordpress.com/2016/04/remuneration-policy_tilak.pdf.
RISK MANAGEMENT
The Company has adopted as Risk Management Policy in accordance with
the provisions of Companies Act, 2013 which laid down the framework to identify, evaluate
business risk and opportunities. The Board has reviewed the Risk assessment and
Minimization procedure as per Regulation 17 (9) of the SEBI (LODR) Requirements, 2015;
there are no material risk which in the opinion of the management affects the continuity
and existence of the business. The details of the risks faced by the Company and the
mitigation thereof are discussed in detail in the Management Discussion and Analysis
report that forms part of the Annual Report.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has in place internal financial controls which commensurate
with the size of the Company. However, Company is trying to strengthen the same. The Board
has adopted policies and procedures for ensuring the orderly and efficient conduct of its
business, including adherence to thecompany's policies, the safeguarding of its
assets, the prevention and detection of fraud, error reporting mechanism, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial
disclosures.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of the Companies Act, 2013 and the relevant
rules, the Company is not required to spend any amount towards CSR Expenditure as none of
the thresholds limits as specified in Section 135 is crossed.
DISCLOSURE REQUIREMENTS
The Company has a whistle blower policy/vigil mechanism to report
genuine concerns or grievancesand to provide transparent working environment. The Policy
provides adequate safeguards against victimization of Directors / employees who raise the
concern and have access to the chairman of Audit Committee who is entrusted to oversee the
Whistle blower mechanism. Further no personnel have been denied access to the Audit
Committee during the financial year under review.
The Whistle Blower Policy/vigil mechanism has been posted on the
website of the Company https://tilakfinance.wordpress.com/ The Board has laid down a code
of conduct for Board members & Senior Management Personnel as per Regulation 17 &
26 (3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 &
has been posted on the website of the Company https://tilakfinance.files.wordpress.com/
All the Board members & Senior Management Personnel have affirmed
compliance with the said code of conduct for the year ended on 31st March,
2023.
A DECLARATION TO THIS EFFECTSIGNED BY THE CEO, FORMS PART OF THIS
ANNUAL REPORT
The Board has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015.The Insider
trading Policy of the Company covering code of practices and procedures for fair
disclosure of Unpublished Price Sensitive Information and Code of Conduct for the
prevention of Insider Trading has been posted on the website of the Company
(https://tilakfinance.files.wordpress.com/).
All the Board members & KMPs have affirmed compliance with the said
code of conduct for the year ended on 31st March, 2023.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT-9 as required under Section 92 of the Companies Act, 2013 is included in this report
as "Annexure - II" and forms an integral partof this report. Our Website
is https://tilakfinance.files.wordpress.com/copy of the annual return is placed on the
website.
MATERIAL CHANGES AND COMMITMENTS
No material changes have occurred and commitments made, affecting the
financial position of the Company, between the end of the financial year of the Company
and the date of this report other than
1. the Company's Directors Mr. Girraj Kishor Agrawal and Mrs. Tanu
Agrawal, along with Its Relative and the Company M/s. Tilak Venture Limited vide its Order
No. Order/SD/KS/2022-23/18018-18021) dated 27th July, 2022 received a penalty
ofRs. 5,00,000 per person by Securities Exchange Board of India for the Violation of SEBI
(Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market)
Regulation,2003.
The Company has filed an appeal in SAT against the order and the
current status of filed application in is proceeding.
2. After the closure of FY 2022-2023, but before adoption of Director
Report, Securities Exchange Board of
India has passed an Order against the Company and its Directors Mr.
Girraj Kishor Agrawal and Mrs. Tanu Agrawal imposing a total penalty of Rs. 14,00,000 on
the company and 7,00,000 each on both the directors and restrained from accessing the
securities market and further prohibited from buying, selling or dealing in securities,
either directly or indirectly in any manner whatsoever for a period of six months from the
date of the Order vide its Order No. SEBI/HO/IVD/ID13/OW/P/2022/30132/1) dated 27th July,
2023 for the Violation of SEBI (Prohibition of Fraudulent and Unfair Trade Practices
relating to Securities Market) Regulation, 2003 for misutilisation of funds raised through
preferential issue by Tilak Ventures Ltd in FY 2010-2011 and 2012-2013.
The Company has filed an appeal in SAT against the order and SAT has
vide its order No. dated 28th August, 2023 granted a stay in the matter.
However the Company has also paid the penalty amount with SEBI. There is no order is
passed by regulator or court or tribunal against the Company, impacting the going concern
concept or future operations of the Company.
There are no details in respect of frauds reported by auditors under
section 143 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of contracts or arrangements with related parties
referred to in Section 188(1), as prescribed in Form AOC - 2 are appended as "Annexure
-III".
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION
In terms of the provisions of Section 197(12) of the Act read with Rule
5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement containing the disclosures pertaining to remuneration and other details as
required under the Act and the above Rules are provided as under.
The percentage increase in remuneration of each Director, Chief
Financial Officer and Company Secretary during the financial year 2022-2023, ratio of the
remuneration of each Director to the median remuneration of the employees of the Company
for the financial year 2022-2023 and the comparison of remuneration of each Key Managerial
Personnel (KMP) against the performance of the Company are as under: (Rs in Lacs)
Sr. No |
Name of Director/KMP |
Remuneratio nReceived |
% increase in
Remuneration in the Financial year 2022-23 |
Ratio of remuneration of
each Director to median remuneration of employees |
1 |
Mr. Girraj Kishor Agrawal
(Director& CEO) |
84,00,000 |
NIL |
70.00 |
2 |
Mrs. Tanu Girraj Agrawal
(Non-Executive - Non- Independent Director) |
NIL |
NIL |
NIL |
3 |
Mr. Vinod Prabhu (Chief
Financial Officer) |
2,20,001 |
NIL |
1.83 |
4 |
Mr. Davendra Kumar (Company
Secretary) |
2,37,500 |
NIL |
1.98 |
5 |
Mr. Chirag Goyal
(Non-Executive Independent Director) |
NIL |
NIL |
NIL |
6 |
Mr. Vikash Kulhriya
(Non-Executive Independent Director) |
NIL |
NIL |
NIL |
7 |
Mr. Pratham Jethliya
(Non-Executive Independent Director) |
NIL |
NIL |
NIL |
8 |
Mr. Ashish Kachhara
(Non-Executive Independent Director) |
NIL |
NIL |
NIL |
All appointments are / were non-contractual.
There were 8 employees on the roll of Company as on March 31, 2023.
The median remuneration of employees of the Company during the
financial year was Rs. 1,20,000/-. Remuneration as shown above comprises of Salary, Leave
Salary, Bonus, Leave Travel Assistance, Medical Benefit, House Rent Allowance, Perquisites
and Remuneration on Cash basis.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
In view of the nature of activities which are being carried on by the
Company, the particulars as prescribed under Section 134(3)(m) of the Act read with
Companies' (Accounts) Rules, 2014 regarding Conservation of Energy and Technology
Absorption, and research and development are not applicable to the Company.
FOREIGN EXCHANGE
The Company has Exported Maize during the Year under review thereby
earning Foreign Exchange.
AUDITORS
a) STATUTORY AUDITORS
M/s. Dassani & Associates, Chartered Accountants having Firm
Registration No. 009096C, has tendered their resignation from the Statutory Auditor of the
Company due to their pre-occupancy .
The Board of Directors in their Meeting held on 06th September,
2023 approved and proposed appointment of M/s. Bansal Gourav & Associates, Chartered
Accountant as Statutory Auditors of the Company at 42nd Annual General Meeting
for a period of 5 years till the conclusion of 47th Annual General Meeting of the company
to be held in the year 2028.
Explanation or observations made by the Statutory Auditors.
There were no qualifications or observation made by the Statutory
Auditors M/s. Dassani & Associates in their Audit Report for the financial year
2022-2023.
b) SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors had appointed M/s. Nitesh Chaudhary & Associates, Company
Secretaries in Practice to undertake the Secretarial Audit of the Company for the
financial year 2022-2023. The Secretarial Auditor Report is annexed as "Annexure
-IV" and forms an integral part of this Report.
There are some qualifications, reservations or adverse remarks made
Secretarial Auditors in their report for the financial year ended March 31, 2023 are as
follows:
1. During the financial year 2022-23, the Company's Directors Mr.
Girraj Kishor Agrawal and Mrs. Tanu Agrawal, along with Its Relative and the Company M/s.
Tilak Venture Limited vide its Order No. Order/SD/KS/2022-23/18018-18021) dated 27th July,
2022 received a penalty of Rs. 5,00,000 per person by Securities Exchange Board of India
for the Violation of SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating
to Securities Market) Regulation, 2003.
2. After the Closure of FY 2022-2023, Securities Exchange Board
of India has passed an Order against the
Company and its Directors Mr. Girraj Kishor Agrawal and Mrs. Tanu
Agrawal imposing a total penalty of Rs. 14,00,000 on the company and 7,00,000 each on both
the directors and restrained from accessing the securities market and further prohibited
from buying, selling or dealing in securities, either directly or indirectly in any manner
whatsoever for a period of six months from the date of the Order vide its Order No.
SEBI/HO/IVD/ID13/OW/P/2022/30132/1) dated 27th July, 2023 for the Violation of SEBI
(Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market)
Regulation, 2003, for mis-utilization of funds raised through preferential issue by the
Company in FY. 2010-2011 and F.Y. 2012-2013.
3. The Company has received a notice from BSE that the company
has made Non-compliance in Regulation 23(9) as delay in submission of disclosure of
Related party transaction on consolidated basis for the Half-year started from 01st
October, 2021 to 31st March, 2022.
Management Clarification & Reply:
1. Management of the Company has filed an appeal with the SAT
(Securities Appeallet Tribunal) for the penalty levied of Rs. 5,00,000 by SEBI.
2. The Company has filed an appeal in SAT against the order and
SAT has vide its order No. dated 28th August, 2023 granted a stay in the matter. However,
the Company has also paid the penalty amount under protest with SEBI.
3. The Company has informed to us that they submitted the
disclosure of related party within 30 days and filed the waiver application also but due
to Non-acceptance of waiver application, the Company has made the payment of Fine amount
i.e. 5900/-(including GST) to BSE Ltd.
c) INTERNAL AUDITOR
In accordance with the provisions of Section 138 of the Companies Act,
2013, the Company has appointed an Internal Auditor who reports to the Audit Committee.
Quarterly internal audit reports are submitted to the Audit Committee which reviews the
audit reports and suggests necessary action.
During the year under review, the Board has accepted resignation of Mr.
Ravi Toshniwal, Mumbai as Internal Auditor of the Company for the Financial Year w.e.f. 5th
November, 2022
The Company has appointed Mr. Deepak Mehta as Internal Auditor of the
Company w.e.f. 5th November, 2022 for the period of 2 years i.e. F.Y 2022-2023
& 2023-2024.
CERTIFICATE ON NON-DISQUALIFICATION OF DIRECTORS
Company have taken Certificate from Practicing Company Secretary that
none of the Directors on theBoard of the Company are disqualified as on 31.03.2023 in
accordance with Regulation 34(3) read with Schedule V Para C sub clause 10 (i) of the
Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 annexed as Annexure V
INDEPENDENT DIRECTORS
a) Disclosure of Independence: The Independent Directors have
confirmed and declared that they are not disqualified to act as an Independent Director in
compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is
also the opinion that the Independent Directors fulfils all the conditions specified in
the Companies Act, 2013 making them eligible to act as Independent Directors.
b) Familiarization Programmes: As per Regulation 25(7) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the details of the
familiarization programmes for Independent Directors have been detailed out in the
Corporate Governance Report forming part of the Annual Report and are also disclosed on
the website of the Company at https://tilakfinance.wordpress.com/.
c) Meeting: The details of the meeting of Independent Directors
are given in Corporate Governance Report forming part of the Annual Report.
REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION &
ANALYSIS
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out by SEBI. In
compliance with Regulation 34 and Schedule V of SEBI Listing Regulation 215, report on
Corporate Governance is annexed as Annexure- VI, along with a certificate from the
Secretarial Auditors of the Company on compliance with the provisions and forms part of
the Annual Report as Annexure - VII
COMPLIANCE WITH SECRETARIAL STANDARDS
Company is in compliance with applicable Secretarial Standards.
DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
During the year the Company has proposed to subscribe and acquire
1,11,000 equity shares of Rs. 10 each, at Issue Price of Rs. 68.92 (Share Premium of Rs.
58.92) per share amounting to Rs. 76,50,000/- of M/s Yosto Venture India Private Limited
"(Yosto").
The acquisition results in M/s Yosto Venture India Private Limited as
Subsidiary company
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT
ATWORKPLACE
The Company is committed to provide a healthy environment to all
employees and thus does not tolerate any sexual harassment at workplace. The Company has
in place a Prevention of Sexual Harassment Policy in line with the requirements of The
Sexual Harassment of Women at the workplace (Prevention, Prohibition &Redressal) Act,
2013, An Internal Complaints Committee has also been set up to redress complaints received
on sexual harassment. All employees (Permanent, contractual, temporary, trainees) are
covered under this policy. Your Directors state that during the year under review, there
were no cases filed pursuant tothe Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
During the year under review, the company has not received any
complaint of sexual harassment.
APPRECIATION & ACKNOWLEDGEMENTS
Your Directors take this opportunity to place on record their sincere
gratitude for assistance and cooperation received from banks, financial institutions,
shareholders, business associates and esteemed customers for their continued support and
assistance during the year.
Your Directors also place on record their appreciation for the
excellent contribution made by all employees of Tilak Ventures Limited through their
commitment, competence, co-operation and diligence to duty in achieving consistent growth
of the Company.
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