Your Directors have pleasure in presenting the 30th Annual Report of your Company together with the AuditedStatements of Accounts for the year ended March 31, 2024.
Financial Results
Year Ended31.03.2024
Year Ended31.03.2023
Revenue for the year
167.72
56.11
Profit/(Loss) before Tax, Finance Cost & Depreciation
105.11
(67.24)
Less: Financial Expenses
-
Profit/(Loss) before Depreciation/Amortization (PBDT)
Less: Depreciation
Net Profit/(Loss) before Taxation (PBT)
Less: Provision for Taxation (including Deferred Tax)
13.93
1.00
Less: Extra-Ordinary Items (Taxes for Earlier Years)
0.91
0.07
Profit/(Loss) after Tax & Extra-Ordinary Items
90.27
(68.33)
Less: Provision for Dividend
Less: Transfer to General / Statutory Reserves
18.05
Profit/(Loss) available for Appropriation
72.21
Add: Profit/(Loss) brought forward from Previous Year
(30.80)
37.53
Balance of Profit/(Loss) carried forward
41.42
Total revenue for the year stood at R 167.72 lakh in comparison to last years' revenue of R 56.11 lakh. In term of Profitbefore taxation, the Company has earned a Profit/(Loss) of R 105.11 lakh in comparison to last years' Profit/(Loss) of R(67.24) lakh. Profit/(Loss) after Tax and Extra-Ordinary Items stood at R 90.27 lakh in comparison to last financial year'sProfit/(Loss) of R (68.33) lakh.
In view of nominal profit and in order to meet financial requirements to implement its future plans, your Directors do notpropose any dividend for the year under review.
The paid up Equity Share Capital as on March 31, 2024 was ? 3169.59 Crore. During the year under review, the Companyhas issued 18,66,770 Fully Paid Equity Shares of nominal value of ? 1.00 and 14,47,75,230 Partly Paid-up Equity Shares ofRs. 0.90 on Right basis. Apart from this sole instance, the Company did not issue any shares with neither differentialvoting rights; nor granted stock options nor sweat equity. As on March 31, 2024, none of the Directors and/or KeyManagerial Person of the Company hold instruments convertible in to Equity Shares of the Company.
The General Reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. Asthe General reserve is created by a transfer from one component of equity to another and is not an item of othercomprehensive income, items included in the General reserve will not be reclassified subsequently to the statement ofprofit and loss.
Statutory Reserve represents the reserve created pursuant to the Reserve Bank of India Act, 1934 (the "RBI Act") andrelated regulations applicable to those companies. Under the RBI Act, a non-banking finance company is required totransfer an amount not less than 20% of its net profit to a reserve fund before declaring any dividend. Appropriation fromthis reserve fund is permitted only for the purposes specified by the RBI.
During the year under review R 18.05 Lakh was transferred to Statutory Reserve as per RBI guidelines.
Impairment Reserve represents the reserve created pursuant to the per RBI circular dated March 13, 2020 on'Implementation of Indian Accounting Standards'. Under the circular, where the impairment allowance under Ind AS 109is lower than the provisioning required as per prudential norms on Income Recognition, Asset Classification andProvisioning (including standard asset provisioning) the difference should be appropriated from the net profit to aseparate 'Impairment Reserve'. Withdrawals from this reserve is allowed only after obtaining permission from the RBI.
As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2024 hasbeen prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the CompaniesAct, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgements relating to the FinancialStatements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactionsand reasonably present the Company's state of affairs, profits and cash flows for the year ended March 31, 2024.
Accounting policies have been consistently applied except where a newly issued accounting standard, if initially adoptedor a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Managementevaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses standalonefinancial results on a quarterly basis which are subjected to limited review and publishes standalone audited financialresults on an annual basis.
The Company continues to focus on judicious management of its working capital, receivables, inventories and otherworking capital parameters were kept under strict check through continuous monitoring.
There is no audit qualification in the standalone financial statements by the statutory auditors for the year under review.BUSINESS SEGMENT
Your Company is one of the RBI registered NBFC and is into the business of Finance & Investments in accordance with theAccounting Standard 17 notified by Companies (Accounting Standards) Rules 2006.
Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Companies Act,2013 are given in the notes to the Financial Statements.
The Company does not have any Subsidiary, Associate or Joint Venture Company. Accordingly, a policy on materialsubsidiaries has not been formulated. Further, during the year, no Company has ceased to be Subsidiary, Associate orJoint Venture Company.
The Company has formulated a "Policy for determining material Subsidiary Companies" of the Company. This policy isavailable on your Company's website at http://www.adconcap.com/Company Policies.html
There is no material modification for RPT during the year under review hence do not attract the provisions of Section 188of the Companies Act, 2013. There were no materially significant transactions with the related parties during the financialyear, which were in conflict with the interest of the Company. The requisite details under Form AOC-2 in Annexure IIIhave been provided elsewhere in this Report. Suitable disclosure as required by the Accounting Standard (Ind-AS 24) hasbeen made in the notes to the Financial Statements.
None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.
The Company has put in place a mechanism for certifying the Related Party Transactions Statements placed before theAudit Committee and the Board of Directors from an Independent Chartered Accountant Firm.
The Policy on Related Party T ransactions as approved by the Board of Directors has been uploaded on the website of theCompany. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company exceptremuneration and sitting fees.
In accordance with the provisions of the SEBI Listing Regulations, the Company has in place the Policy on dealing withRelated Party Transactions which is available on its website at the link:http://www.adconcap.com/Company Policies.html
The Management Discussion and Analysis on the operations of the Company as prescribed under Part B of Schedule Vread with regulation 34(3) of the Listing Regulations, 2015 is provided in a separate section and forms part of theDirectors' Report.
The Company has raised Rs. 1,52,00,977/- by way of Call Money on Partly Paid-up Shares. Apart from this, there havebeen no material changes and commitments affecting the financial position of the Company between the end of thefinancial year and date of this report. There has been no change in the nature of business of the Company.
There are no changes in the nature of business in the financial year 2023-24.
The Board of Directors has carried out an annual evaluation of its own performance, board committees and individualdirectors pursuant to the provisions of the Act and SEBI Listing Regulations.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis ofcriteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members onthe basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and ExchangeBoard of India on January 5, 2017.
In Compliance with Section 149 (7) read with Schedule IV of the Companies Act, 2013 and Regulations 25(3) of the SEBILODR Regulations, 2015, a separate Board Meeting of Independent Directors of the Company was held on March 7, 2024wherein, the following items in agenda were discussed:
• reviewed the performance of Non-Independent Directors and the Board as a whole.
• reviewed the performance of the Chairperson of the company, taking into account the views of ExecutiveDirectors and Non-Executive Directors;
• Assessed the quality, quantity and timeliness of flow of information between the Company Management and theBoard that is necessary for the Board to effectively and reasonably perform their duties.
• The Board evaluates its composition to ensure that the Board has the appropriate mix of skills, experience,independence and knowledge to ensure their continued effectiveness. In the table below, the specific areas offocus or expertise of individual Board members have been highlighted.
Matrix setting out the skiNs/expertise/competence of the Board of Directors
Sl.
Essential Core skiNs/expertise/competencies
Core skills/expertise/competencies of all the
No.
required for the Company
Directors on the Board of the Company
1.
Strategic and Business Leadership
The Directors and especially the Managing Directorhave many years of experience.
2.
Financial expertise
The Board has eminent business leaders with deepknowledge of finance and business.
3.
Governance, Compliance and Regulatory
The presence of Directors with qualifications andexpertise in Law and Regulatory affairs lends strength
to the Board.
4.
Knowledge and expertise of Trade and Technology
The Directors have profound knowledge of economicAffairs, trade and technology related matters.
The details of the Board Meetings and other Committee Meetings held during the financial year 2023-24 are given in theseparate section of Corporate Governance Report.
All Committees of the Board of Directors are constituted in line with the provisions of the Companies Act, 2013 andapplicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
There is no change in Management of the Company during the year under review.
There was no change in composition of Board during the financial year in comparison to last financial year.
The details of programme for familiarization of Independent Directors with the Company, nature of the businesssegments in which the Company operates and related matters are put up on the website of the Company
In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are the personsof high integrity and repute. They fulfill the conditions specified in the Companies Act, 2013 and the Rules madethereunder and are independent of the management.
Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act,2013.
As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutiveyears on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of aspecial resolution by the company and disclosure of such appointment in Board's Report. Further Section 152 of the Actprovides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting ('AGM') ofthe Company.
As per requirements of Regulation 25 of Listing Regulations, a person shall not serve as an independent director in morethan seven listed entities: provided that any person who is serving as a whole time director in any listed entity shall serveas an independent director in not more than three listed entities. Further, independent directors of the listed entity shallhold at least one meeting in a year, without the presence of non-independent directors and members of the managementand all the independent directors shall strive to be present at such meeting.
In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are the personsof high integrity and repute. They fulfill the conditions specified in the Companies Act, 2013 and the Rules madethereunder and are independent of the management. The Independent Directors have confirmed that they havecomplied with the Company's Code of Business Conduct & Ethics.
Details of changes in the composition of Board during the current financial has been stated herein below-DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR
Name
Designation
Date ofAppointment
Date of Resignation
None
The Independent Directors of the Company have confirmed compliance of relevant provisions of Rule 6 of the Companies(Appointments and Qualifications of Directors) Rules, 2014. The Nomination and Remuneration Committee had adoptedprinciples for identification of Key Managerial Personnel, Senior Management including the Executive Directors.
Further, all the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirementsas stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as Independent Directors underthe provisions of the Companies Act, 2013 and the relevant rules. In terms of Regulation 25(8) of Listing Regulations, theyhave confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipatedthat could impair or impact their liability to discharge their duties. Based on the declaration received from IndependentDirectors, the Board of Directors have confirmed that they meet the criteria of Independence as mentioned under Section149 of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations and they are independent of themanagement.
The Nomination and Remuneration Committee (NRC) of the Company has devised a policy for performance evaluation ofthe individual directors, Board and its Committees, which includes criteria for performance evaluation.
Pursuant to the provisions of the Act and the Listing Regulations and based on policy devised by the NRC, the Board hascarried out an annual performance evaluation of its own performance, its committees and individual directors. The Boardperformance was evaluated based on inputs received from all the Directors after considering criteria such as Boardcomposition and structure, effectiveness of Board and information provided to the Board, etc.
The performance of the committees was evaluated by the Board of Directors based on inputs received from all thecommittee members after considering criteria such as composition and structure of committees, effectiveness ofcommittee meetings, etc.
Pursuant to the Listing Regulations, performance evaluation of independent directors was done by the entire board,excluding the independent director being evaluated.
A separate meeting of the Independent Directors was also held for the evaluation of the performance of non-independentDirectors, performance of the Board as a whole and that of the Chairman of the Board.
There are no significant and material orders passed by the Regulators/Courts that would impact the going concern statusof the Company and its future operations.
There have been no material changes and commitments affecting the financial position of the Company between the endof Financial Year and date of the report.
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors confirms that:
1. In the preparation of the annual accounts, for the year ended 31st March 2024, all the applicable accounting standardsprescribed by the Institute of Chartered Accountants of India have been followed along with proper explanationrelating to material departures, if any;
2. the directors had selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company asat March 31, 2024 and of the profit of the Company for the year ended on that date;
3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
4. that the Directors had prepared the annual accounts on a going concern basis;
5. that the Directors had laid down internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and were operating effectively; and
6. that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.
As an NBFC, the Company is exposed to credit, liquidity and interest rate risk. On the other hand, investment in StockMarket, both in Quoted and Unquoted Shares, have the risk of increase or decrease in the valuation and thus can affectthe profitability of the Company.
Risk management is embedded in your Company's operating framework. Your Company believes that managing riskshelps in maximizing returns. The Company's approach to addressing business risks is comprehensive and includesperiodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Board and the Audit Committee.
However the Company is not required to constitute Risk Management Committee under Listing Regulations, 2015.INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
Based on the framework of internal financial controls and compliance systems established and maintained by theCompany, the work performed by the internal, statutory and secretarial auditors and external consultants, including theaudit of internal financial controls over financial reporting by the statutory auditors and the reviews performed bymanagement and the relevant board committees, including the audit committee, the Board is of the opinion that theCompany's internal financial controls were adequate and effective during FY 2023-24.
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, KeyManagerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles,philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting feesand commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides thecriteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment ofKey Managerial Personnel / Senior Management and performance evaluation which are considered by the Nominationand Remuneration Committee and the Board of Directors while making selection of the candidates. The above policy hasbeen posted on the website of the Company.
In Compliance of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, the Company has adopted a Whistle Blower Policy / Vigil Mechanism and has established thenecessary vigil mechanism for Directors, Employees and Stakeholders of the Company to report genuine concerns aboutunethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. TheCompany has disclosed the policy on the website of the Company i.e. www.adconcap.com
Innovation and Technology are synonymous with the Company. The investment in technology acts as a catalyst andenables the Company to be innovative.
Messrs Maheshwari & Co., Chartered Accountants, Mumbai (FRN - 105834W) were appointed as StatutoryAuditors of the Company for a period of five consecutive years at the 28th Annual General Meeting (AGM) of theMembers held on September 21, 2022 to hold office till conclusion of 33rd AGM on a remuneration mutually agreedupon by the Board of Directors and the Statutory Auditors.
Pursuant to the amendments made to Section 139 of the Companies Act, 2013 by the Companies (Amendment)Act, 2017 effective from May 7, 2018, the requirement of seeking ratification of the Members for the appointmentof the Statutory Auditors has been withdrawn from the Statute. Hence the resolution seeking ratification of theMembers for continuance of their appointment at this AGM is not being sought.
The Report given by M/s. Maheshwari & Co. on the financial statement of the Company for the FY 2023-24 is partof the Annual Report. The Notes on financial statement referred to in the Auditor's Report are self-explanatory anddo not call for any further comments. The Auditor's Report does not contain any qualification, reservation, adverseremark or disclaimer. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.
There is no audit qualification, reservation or adverse remark for the year under review.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. Kriti Daga, CompanySecretaries in Practice (C. P. No. 14023) to undertake the Secretarial Audit of the Company. The Report of theSecretarial Audit Report in the prescribed Form MR-3 is annexed in this Annual Report as Annexure II. The samedoes not contain any qualification, reservation or adverse remark in the report submitted Practicing CompanySecretaries.
In addition to the above and pursuant to SEBI circular dated 8 February 2019, a report on secretarial compliance byMrs. Kriti Daga for the FY2023-24 has been submitted with stock exchanges.
Your Company has an effective internal control and risk-mitigation system, which are constantly assessed andstrengthened with new/revised standard operating procedures. The Company's internal control system iscommensurate with its size, scale and complexities of its operations. The internal and operational audit is entrustedto M/s A. K. Das & Co., Chartered Accountant Firm, Kolkata (FRN - 325204E). The main thrust of internal audit is totest and review controls, appraisal of risks and business processes, besides benchmarking controls with bestpractices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internalcontrol systems and suggests improvements to strengthen the same. The Company has a robust ManagementInformation System, which is an integral part of the control mechanism.
The Audit Committee of the Board of Directors, Statutory Auditors and the Key Managerial Personnel areperiodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providingassurance to the Board of Directors. Significant audit observations and corrective actions taken by the managementare presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Auditfunction reports to the Chairman of the Audit Committee.
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration)Rules, 2014, the Annual Return of the Company is attached as Annexure IV to this report.
Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act 2013 read with Rules thereunder, this is to certify and declare that there was no case of sexual harassmentduring the year under review. Neither there was a case pending at the opening of Financial Year, nor has the Companyreceived any Complaint during the year.
Since the Company is into the business of financing (NBFC activities) and investment activities in Shares and Securities;the information regarding Conservation of Energy, Technology Absorption, Adoption and Innovation, as defined undersection 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is reported tobe NIL.
The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure 'V' and forms an integral part of this Report.A statement comprising the names of top employees in terms of remuneration drawn and every persons employedthroughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure 'VI' and forms an integral part of this annualreport. The above Annexure is not being sent along with this annual report to the members of the Company in line withthe provisions of Section 136(1) of the Act. Members who are interested in obtaining these particulars may write to theCompany Secretary at the Corporate Office of the Company. The aforesaid Annexure is also available for inspection byMembers at the Corporate Office of the Company, 21 days before and up to the date of the ensuing Annual GeneralMeeting during the business hours on working days.
None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employeeshold (by himself or along with his spouse and dependent children) more than two percent of the Equity Shares of theCompany.
As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchange, the disclosure of Report underof Regulation 34(2) of the Listing Regulations is not applicable to the Company for the year under review.
The Company has not earned or used foreign exchange earnings/outgoings during the year under review.
Your Company complies with the direction(s), circular(s), notification(s) and guideline(s) issued by the RBI as applicable toyour Company as a systemically important non-deposit taking NBFC.
The Company has in place the system of ensuring compliance with applicable provisions of Foreign ExchangeManagement Act, 1999 and rules made thereunder.
During the period under review, your Company did not accept / renew any deposits within the meaning of Section 73 ofthe Companies Act, 2013 and the rules made there under and as such, no amount of principal or interest was outstandingas on the balance sheet date. Further, The Company did not hold any public deposits at the beginning of the year nor hasit accepted any public deposits during the year under review.
The maintenance of cost records for the services rendered by the Company is not required pursuant to Section 148(1) ofthe Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014.
The Notes on Financial Statement referred in the Auditors' Report are self-explanatory and do not call for any furthercomments. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer for theFinancial Year 2023-24.
During the year under review, the Statutory Auditors and the Secretarial Auditors have not reported any instances offrauds committed in the Company by its officers or employees of Audit Committee under Section 143(12) of theCompanies Act, 2013, details of which needs to be mentioned in this Report.
As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, a separate section on corporate governance practices followed by the Company, together with a certificate fromthe Company's Auditors confirming compliance forms an integral part of this Report.
The Board of Directors affirms that the Company has complied with the applicable mandatory Secretarial Standardsissued by the Institute of Company Secretaries of India.
During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to: (a) detailsrelating to deposits covered under Chapter V of the Act; (b) issue of equity shares with differential rights as to dividend,voting or otherwise; (c) issue of shares (including sweat equity shares) to employees of the Company under any scheme;(d) raising of funds through preferential allotment or qualified institutions placement; (e) significant or material orderpassed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations infuture; (f) pendency of any proceeding under the Insolvency and Bankruptcy Code, 2016; and (g) instance of one-timesettlement with any bank or financial institution.
Statements in this Directors' Report and Management Discussion and Analysis describing the Company's objectives,projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning ofapplicable securities laws and regulations. Actual results could differ materially from those expressed or implied.
Your Directors place on record their sincere appreciation for the assistance and guidance provided by the Reserve Bank ofIndia, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, government and other regulatoryAuthorities, stock exchanges, other statutory bodies, Company's bankers, Members and employees of the Company forthe assistance, cooperation and encouragement and continued support extended to the Company.
Your Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors,banks and other business partners for the excellent support received from them during the year. Our employees areinstrumental in helping the Company scale new heights, year after year. Their commitment and contribution is deeplyacknowledged. Your involvement as shareholders is also greatly valued. Your Directors look forward to your continuingsupport.
Kolkata, August 8, 2024 By order of the Board
47A, Kali Krishna Tagore Street, Piyush Saraf
Gr. Floor, Near Posta Police Station, DIN: 02578675
Ward No. 22, Kolkata - 700 007 Chairman & Managing Director