Yourdirector’s have pleasure in presenting the 42ndAnnualReport on the business and operations of the Company along with the Audited financial statements for the financial year ended 31st March, 2024.
1. FinancialHighlights
Your Company's performance for the financial year ended 31st March, 2024 is summarized below:
<7n TNRt
Particulars
|
2023-24
|
2022-23
|
Revenue from Operations
|
45,513,756
|
27,971,900
|
Other Income
|
14,250
|
45,068
|
Total Income
|
45,528,006
|
28,016,968
|
Less: Total Expenses
|
32,431,898
|
18,766,956
|
Net Profit/(Loss) before Tax&Depreciation (PBDT)
|
13,096,108
|
9,250,013
|
Less: Depreciation
|
1,116,032
|
1,116,032
|
Net Profit/(Loss) after Depreciation before Tax (PBT)
|
11,980,076
|
8,133,981
|
Less: Current Tax
|
3,119,567
|
2,132,601
|
Deferred Tax
|
126,035
|
(85,017)
|
Profit after Tax
|
8,734,474
|
6,086,397
|
2. Dividend
The Board of Directors of your Company, after considering the relevant circumstances has decided that it would be prudent, not to recommend any dividend for the year under review.
3. PublicDeposits
The Company has not accepted any public deposits during the period under review and it continues to be a non-deposit taking Non-Banking Financial Company in conformity with the guidelines of the Reserve Bank of India and the Companies (Acceptance of Deposits) Rules,2014.
4. State of Company’s Affairsand Future Outlooks
The Company is a Non-Banking Finance Company (NBFC) registered with Reserve Bank of India (RBI). During the year, the Company has performed modestly despite of challenging economic conditions and
other related factors. The Directors are relentlessly striving for betterment of the business and growth of the Company. They are optimistic about the future and expect the business to perform well in the forthcoming year.
5. Review ofOperations
During the financial year under review, your Company achieved a turnover of INR 45,513,756/- (Four Crore Fifty-Five Lakh Thirteen Thousand Seven Hundred and Fifty-Six Only)during the year as against INR 27,971,900/- (Two Crore Seventy-Nine Lakh Seventy-One Thousand Nine Hundred Only) in the previous year. The Company has earned profit after tax of INR 11,980,076/- as against INR 8,133,981/- in the previous financial year.
6. Transfer to GeneralReserve
An amount of Rs. 1,772,100/- has been transferred to Special Reserve as per the requirement underSection 45 IC of the Reserve Bank of India Act, 1934. The company has not transferred any amountto the general reserves.
7. Subsidiaries, Joint Venture or AssociateCompanies
The Company does not have any Subsidiary, Joint Venture or Associate Company; hence provisions of section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.
8. ShareCapital
a) Authorized ShareCapital:
During the period under review, there is no change in the authorized share capital of the Company. The Authorized Share Capital of the Company is Rs. 11,00,00,000/-(Rupees Eleven Crore only) divided into 1,10,00,000 (One Crore Ten lakh only) equity shares of Rs. 10/-each for the year ended 31st March, 2024.
b) Issue, Subscribed and paid-upcapital:
During the period under review, there is no change in the paid-up share capital of the Company.The paid- up share capital of the Company is Rs. 9,94,75,000/- (Rupees Nine Crore Ninety-Four Lakh Seventy-Five Thousand only) divided into 99,47,500 (Ninety-Nine lakh Forty-Seven Thousand Five Hundred only) equity shares of Rs. 10/- each for the financial year ended 31stMarch, 2024.
c) Buy back ofsecurities
The Company has not bought back any of its securities during the period under review.
d) BonusShares
No bonus shares were issued during the period under review.
e) Issue of Equity Shares underESOP
No Equity shares under ESOP were issued during the period under review.
9. Directors & Key Managerial Personnel(KMP)
A. Directors
The Composition of Board of Directors of the Company is in conformity with the provisions of the Companies Act, 2013 (“the Act”) and the Listing Regulations, as amended from time to time.
The Board of Directors at present comprises of four (4) Directors out of which two (2) Directors are Independent Directors. The Board’s actions and decisions are aligned with the Company’s best interests. It is committed to the goal of sustainably elevating the Company’s value creation. The Board critically evaluates the Company’s strategic direction, management policies and theireffectiveness.
Composition of Board as on 31st March, 2024 as follows:
Name of the Director
|
Designation
|
Category
|
Mr. Sidharth Goyal
|
Managing Director & Chief Financial Officer
|
Promoter Executive
|
Mr. Ashwin Dorairajan
|
Independent Director
|
Non-Executive Independent
|
Ms. Ananyaa Pandey
|
Women Director
|
Non-Executive Non-Independent
|
Mr. Sushil Kumar*
|
Independent Director
|
Non-Executive Independent
|
*Mr. Sushil Kumar (DIN: 06770980) has been re-appointed as an independent director of the Company at 41st Annual General Meeting held on 5th July, 2023 to hold office for second term of five (5) consecutive years.
i. Re-appointment of Managing Director
The Board of directors based on the recommendation of Nomination and Remuneration Committee, re¬ appoint Mr. Sidharth Goyalas a Managing Director of the Company w.e.f. 31st August, 2024 in its meeting held on 26th June, 2024 for the period of five (5) years subject to approval of members in the ensuring Annual General Meeting.
Brief resume and other details as stipulated underRegulation 36(3) of SEBI LODR and Secretarial Standard-2 issued by The Institute of Company Secretaries ofIndia for re appointment of Mr. Sidharth Goyal,Managing Director is given in the notice convening the ensuing AGM, which forms part of the Annual report.
ii. Retirement of Director by Rotation
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Sidharth Goyal (DIN: 02855118)retires byrotation at the ensuring Annual General Meeting and being eligibleoffered himself for re-appointment.
Brief resume and other details as stipulated underRegulation 36(3) of SEBI LODR and Secretarial Standard-2 issued by The Institute of Company Secretaries ofIndia for re appointment of Mr. Sidharth Goyal, Managing Director is given in the notice convening the ensuing AGM, which forms part of the Annual report.
iii. Statement on declaration given by IndependentDirectors
The Board of the Company consist of two Independent Directors and all the Independent Directors have given the declaration that they meet the criteria of Independence as provided in section 149(6) of the Companies Act 2013.
In the opinion of the Board, there has been no change in thecircumstances which may affect their status as IndependentDirectors of the Company and the Board is satisfied of theintegrity, expertise, andexperience of all Independent Directors on the Board.
In term of requirements of Schedule IV to the Companies Act, 2013 and regulation 25(3) of the SEBI Listing Regulations, 2015, a separate meeting of the Independent Directors was held on 9th October 2023 without the attendance of non-independent directors and members of Management, inter alia, to discuss the following:
I. review the performance of non-independent directors and the Board as a whole;
II. review the performance of the Chairperson of the company, taking into account the views of executivedirectors and non-executive directors;
III. assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
iv. Performance evaluation at Board
In line with the provisions of section 134(3) of the Companies Act, 2013 and Rules madethereunder read with the relevant provisions of the SEBI Listing regulations, 2015, the Board of directors has carried out an annual performance evaluation of its own performance, individual directorsandthe Committees of the Board. The manner in which the evaluation has been carried out explained hereunder:
The evaluations are based on questionnaire prepared which assessed the performance of the Board on select parameters related to roles, responsibilities and obligations of the Board and functioning of the Committees including assessing the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform its duties. The evaluation criteria for the Directors were based on their participation, contribution and offering guidance to and understanding of the areas which are relevant to them in their capacity as members of theBoard.
v. Policies on appointment of Directors and Remuneration
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, KMP, Senior Management and their remuneration.
The objective and broad framework of the Remuneration Policy is to consider and determine the remuneration, based on the fundamental principles of payment for performance, for potential, and for growth. The Remuneration Policy reflects on certain guiding principles of the Company such as aligning remuneration with the long-term interests of the Company and performance of the personnel, promoting a culture of meritocracy and creating a linkage to corporate and individual performance, and emphasizing on professional competence and market competitiveness so as to attract the best talent. It also ensures the effective recognition of performance and encourages a focus on achieving superior operational results.
The Nomination and Remuneration Committee recommends the remuneration of Directors and Key Managerial Personnel, which is then approved by the Board of Directors, subject to the approval of shareholders, wherever necessary. The level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate the directors, key managerial personnel and other employees of the Company required running the Companysuccessfully.
vi. Meetings of the Board
During the Financial year 2023-24, the Board met five (5) times. The meetings were held as on 18/04/2023, 18/05/2023, 11/08/2023, 10/11/2023 and 08/02/2023, the necessary quorum was present through the meetings.The maximum interval between any twomeetings did not exceed 120 days.
S.
No
|
Name of the Director
|
No. of Board Meeting held during the year
|
No. of Meetings attended during the year
|
Whether attended Last AGM
|
1.
|
Mr. Sidharth Goyal
|
5
|
5
|
Yes
|
2.
|
Ms. Ananyaa Pandey
|
5
|
5
|
No
|
3.
|
Mr. Sushil Kumar
|
5
|
5
|
Yes
|
4.
|
Mr. Ashwin Dorairajan
|
5
|
5
|
No
|
5.
|
Ms. Megha Dhruv
|
5
|
5
|
Yes
|
The 41stAnnual General Meeting of the Company was held on 05th July, 2023.
B. Key ManagerialPersonnel
The Details of Key Managerial Personnel of the Company are mentioned below:
• Mr. Sidharth Goyal, Managing Director & Chief Financial Officer.
• Ms. MeghaDhruv (M.No. A67545), Company Secretary & Compliance Officer (Resigned w.e.fFebruary 17, 2024)
During the Financial year 2023-24, Ms.Megha Dhruvhas resigned from the post of Company Secretary and Compliance Officer w.e.f. 17th February, 2024.In order for smooth compliances,the Board has appointed Mr. Hemant Chauhan (M.No. A61772) as Company Secretary and Compliance Officer on May 16, 2024.
However, Mr. Hemant Chauhan (M.No. A61772) has resigned from the post of Company Secretary and Compliance Officer w.e.f.14thJune, 2024due to some personal reason.
As on the date of the report, based on the recommendation of the Nomination and Remuneration Committee of the Board, the Board has appointed Ms. Darshna Agarwal (M.No. A73854) as Company Secretary & Compliance Officer and KMP of the Company w.e.f. 17th June, 2024.
10. Directors’ ResponsibilityStatement
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company confirm that:
• in the preparation of the annual accounts for the financial year ended 31stMarch, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;
• they have selected such accounting policies and applied them consistently and made judgement 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 of the Company for thatperiod.
• they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and otherirregularities.
• they have prepared the annual accounts on a 'going concernbasis.
• they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
• they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operatingeffectively.
11. Committees of the Board
The Board has constituted the following Committees of the Board with specific terms of reference as per the requirements of the SEBI Listing Regulations and the Companies Act, 2013:
A. AuditCommittee
B. Nomination and RemunerationCommittee
C. Risk ManagementCommittee
D. Stakeholders Relationship Committee
The Board is responsible for constituting, assigning, co-opting and fixing the terms of reference for members of various committees.
A. Audit Committee
The Board has set up qualified and Independent Audit Committee in compliance with the requirements of Regulation 18 of SEBI Listing Regulations read with Section 177 of the Companies Act, 2013.
The Audit Committee comprises of the following directors as its members as on 31st March,2024:
S.N
o.
|
Name of Director
|
Designation
|
Category
|
1.
|
Mr. Sushil Kumar
|
Chairman
|
Non-Executive Independent Director
|
2.
|
Mr. Ashwin Dorairajan
|
Member
|
Non-ExecutiveIndependent Director
|
3.
|
Ms. Ananyaa Pandey
|
Member
|
Non-Executive Director
|
During the period under review, the Audit Committee met Four (4) times on18.05.2023, 11.08.2023, 10.11.2023 and 08.02.2024.The details of attendance in committee meetings are as follows:
S.
No
|
Date of Meeting
|
Total Number of members of the Committee associated as on the date of meeting
|
Attendance
|
Numbers
ofDirectors
Attended
|
% of
Attendance
|
1.
|
18.05.2023
|
3
|
3
|
100
|
2.
|
11.08.2023
|
3
|
3
|
100
|
3.
|
10.11.2023
|
3
|
3
|
100
|
4.
|
08.02.2024
|
3
|
3
|
100
|
Terms of reference
The Audit Committee has been constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI Listing Regulation. The Audit Committee reviews the financial accounting policies, adequacy of internal control systems and interacts with the statutory auditors. Besides, the Committee reviews the observations of the management and internal/ external auditors, interim and annual financial results, Management discussion and analysis of financial condition and results of
operations, and related party transactions. The other roles of Audit Committee, inter- alia includes thefollowing:
i. the recommendation for appointment, remuneration and terms of appointment of auditors of thecompany;
ii. review and monitor the auditor’s independence and performance, and effectiveness of auditprocess;
iii. examination of the financial statement and the auditors’ reportthereon;
iv. approval or any subsequent modification of transactions of the company with related parties;
v. scrutiny of inter-corporate loans andinvestments;
vi. valuation of undertakings or assets of the company, wherever it isnecessary;
vii. evaluation of internal financial controls and risk managementsystems;
viii. monitoring the end use of funds raised through public offers and relatedmatters.
B. Nomination and Remuneration Committee
The Nomination and Remuneration Committee has been constituted pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI Listing Regulation.
The Nomination and Remuneration Committee comprises of the three non-executivedirectors as its members as on 31st March, 2024:
S.No.
|
Name of Director
|
Designation
|
Category
|
1
|
Mr. Ashwin Dorairajan
|
Chairman
|
Non-ExecutiveIndependent Director
|
2
|
Mr. Sushil Kumar
|
Member
|
Non-Executive Independent Director
|
3
|
Ms. Ananyaa Pandey
|
Member
|
Non-Executive Director
|
The Company Secretary of the Company acts as the Secretary of the committee.
During the year under review, the Nomination &Remuneration Committee met One (1) timeon 09.10.2023.The details of attendance in committee meeting are as follows:
S.
|
Date of
|
Total Number of members
|
Attendance
|
No
|
Meeting
|
of the Committee associated as on the date of meeting
|
Numbers of Directors Attended
|
% of
Attendance
|
1.
|
09.10.2023
|
3
|
3
|
100
|
Nomination & Remuneration Policy is uploaded on the website of the Company i.e., at https://www.helpagefinlease.com/disclosure/
C. Risk ManagementCommittee
The Board has constituted the Risk Management Committee as per the requirements of the Companies Act, 2013 along with applicable Rules and requirements of the Listing Regulations.
The Risk Management Committee lays down procedures:
a. To inform Board members about the risk assessment and minimizationprocedures.
b. Framing, implementing and monitoring the risk management plan for thecompany.
c. Any other matter that may be entrusted to the Committee by theBoard.
The frequency, agenda, duration, etc., for meetings of Risk Management Committee shall be as set by the Chairman of the Committee. The Company has established effective risk assessment and minimization procedures, which are reviewed by the board periodically. The procedures comprise of an in-house exercise on Risk Management, carried out periodically by the Company, including the functioning of a structure to identify and mitigate various risks faced by the Company from time to time.
The Risk Management Committee comprises of the followingdirectors as its members as on 31st March, 2024:
S.No.
|
Name of Director
|
Designation
|
Category
|
1.
|
Mr. Sushil Kumar
|
Chairman
|
Non-Executive Independent Director
|
2.
|
Mr. Ashwin Dorairajan
|
Member
|
Non-Executive Independent Director
|
3.
|
Mr. Sidharth Goyal
|
Member
|
Executive Director
|
The Company Secretary of the Company acts as the Secretary of the committee.
Your company has adopted a Risk Management Process in which a structure for risk identification and analysis are in place for every department further within which origin of the risk is identify and updating the same in risk registers if required.
These reports are consolidated and presented by the Chairman, to the Board of the Company. Your Company adopts the methods and process to assess and analyze risk holistically, identifies all compliance requirements and proactively develops measures to comply with such requirements. Your Company by identifying and proactively addressing risks and opportunities, protects and creates value for stakeholders, including owners, employees, customers, regulators, and society overall.
During the year under review, the Risk Management Committee met one (1) time on07.11.2023.The details of attendance in committee meeting are as follows:
S.
No
|
Date of Meeting
|
Total Number of members of the Committee associated as on the date of meeting
|
Attendance
|
Numbers of Directors Attended
|
% of
Attendance
|
1.
|
07.11.2023
|
3
|
3
|
100
|
D. Stakeholders RelationshipCommittee
The Board has constituted the Shareholders/Investors Grievance Committee as per the provision of section 178 of Companies Act, 2013 and as per Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to specifically look into the redressal of Shareholders complaints.
The Stakeholders Relationship Committee comprises of the followingdirectors as its members as on 31st March, 2024:
S.No.
|
Name of Director
|
Designation
|
Category
|
1.
|
Mr. Sushil Kumar
|
Chairman
|
Non-Executive Independent Director
|
2.
|
Mr. Ashwin Dorairajan
|
Member
|
Non-Executive Independent Director
|
3.
|
Mr. Sidharth Goyal
|
Member
|
Executive Director
|
The Company Secretary of the Company acts as the Secretary of the committee.
During the year under review, the Stakeholders Relationship Committee met one time on 07.11.2023.The details of attendance in committee meeting are as follows:
S.
No
|
Date of Meeting
|
Total Number of members of the Committee associated as on the date of meeting
|
Attendance
|
Numbers of Directors Attended
|
% of
Attendance
|
1.
|
07.11.2023
|
3
|
3
|
100
|
12. Meeting of Independent Directors
The separate meeting of the Independent Directors was held on 9th October 2023 interalia,reviewed the performance of the Chairman, Non-Independent Directors and Manager of the Company.The Independent Directors in the said meeting also assessed the quality, quantity andtimeliness of flow of information between the Company Management and the Board to effectivelyand reasonably perform its duties.
13. Accounting treatment in preparation of financialstatements
The guidelines/ accounting standards lay down by the Institute of Chartered Accountants of India (ICAI) and prescribed under Section 133 of the Companies Act, 2013 have been followed in preparation of the financial statements of the Company in all materialrespects.
14. RiskManagement
Your Company has laid down procedure to inform Board Members about the risk assessment and minimization procedures. These procedures are being periodically reviewed to ensure that management controls risk through the means of properly defined framework of theCompany.
15. Particulars of Loans, Guaranteesgiven and Investments made u/s 186 of the Companies Act,
2013 bytheCompany
The particulars of Loans, Guarantees and Investments made by the Company covered under the provisions of Section 186 of the Companies Act, 2013 and Companies (Meetings of Board and its Power) Rules,
2014 are given in the notes to the Financial Statements.
16. Corporate Social Responsibility(CSR)
As per the provisions of Section 135 of the Companies Act, 2013 read with rules framed thereunder, the provisions of Corporate Social Responsibility (CSR) shall not applyfor the financial year under review.
17. VigilMechanism/Whistle Blower Policy
The Company has adopted a policy on Whistle Blower (Vigil Mechanism) with a view to provide a mechanism for the directors and employees of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) and (10) of the Companies Act, 2013.
18. ComplianceOfficer
Ms. Darshna Agarwal, Company Secretary, is the Compliance Officer of the Company and can be contacted at E-mail id at info@helpagefinlease.com. Complaints or queries relating to the Shares can be forwarded to M/s Beetal Financial Computer Services Private Limited, Company’s Registrar and Transfer
Agents at beetalrta@gmail.com.
19. Auditors
i. StatutoryAuditors
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors), Rules, 2014, M/s. R. C. Agarwal & Co., Chartered Accountants (Firm Registration No. 003175N) were appointed as Statutory Auditors of the Companyby the shareholders at 40thAnnual General Meeting held on 27th June, 2022 for the period of five (5) yearsto hold office from the conclusion of 40thAnnual General Meeting until the conclusion of 45thAnnual General Meeting at such remuneration as may be mutually agreed.The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.
As per provision of Section 143(12) of the Companies Act, 2013, the Statutory Auditor has not reported any instances of fraud by the Company, its officers or employees.
The notes on accounts referred to in the auditors’ report are self-explanatory and thereforedon’t call for any further comments by the Board of Directors.
There are no qualifications, reservations or adverse remarks made by the Auditors in their report.
ii. SecretarialAuditor
In pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Ms. Divya Rani, Practicing Company Secretary (CP No: 26426) were appointed as Secretarial Auditorfor the financial year2023- 24.The Secretarial Audit Report for the financial year ended on March 31, 2024 isannexed herewith marked as “Annexure-I” to this Report.
There are no qualifications, reservations or adverse remarks made by Ms. Divya Rani, Practicing Company Secretary in their report for the financial year ended 31stMarch, 2024.
iii. InternalAuditor
In terms of Section 138 of the Act and Rules made there under, M/s Manoj Rajput & Co., Chartered Accountants (FRN: 037750N) was appointed as the Internal Auditor of the company for the Financial Year 2023-24, who is responsible for performance of duties as internal auditor of the company and their report will be reviewed by the audit committee from time to time.
20. Extract of the AnnualReturn
As per the requirements of Section 92(3) of the Companies Act and Rules framed thereunder,theextract of the Annual Return is available on website of the Company i.e.www.helpagefinlease.com.
21. Corporate Governance
In Pursuant to Regulation 15(2)(a) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015, the provisions of Corporate Governance shall not apply, in respect of the listed entity having paid up equity share capital not exceeding Rs. 10 Crores and net worth not exceeding Rs. 25 Crores, as on the last day of the previous financial year.
Since the paid-up share capital of the Company is Rs. 9,94,75,000 /- and net worth of the Company is Rs. 14,47,11,144/- as at 31st March, 2024. Hence, Clause 27(submission of Quarterly Corporate Governance Report) of LODRRegulations is not applicable to the Company and the report on Corporate Governance is notprovided.
Further, it is hereby informed that the Company is not required to file Annual Compliance Report under Regulation 24A of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015due to the exemption claimed under Regulation 15(2) and pursuant to circular “LIST/COMP/12/2019- 20” dated 14.05.2019 issued by the BSE.
22. Particulars ofEmployees
The information required under Section 197 of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, the ratio of remuneration of each Director, Chief Financial Officer, Company Secretary of the Company for the Financial year 2023-2024 is enclosed as “Annexure-II”.
23. Related PartyTransaction
During the financial year, all contracts/arrangements/transactions entered by the Company with its related parties were in ordinary course of business and on arms’ length basis and thus the provisions of Section 188 of the Companies Act, 2013 and the rules made there under are not attracted.
In this regard, the materially significant related party transactions, if any made by the Company with Related Parties are in compliance with Section 188 (1) and Section 134 (3)(h) read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 of the Companies Act, 2013.
Further, the disclosure in form AOC-2 as provided in terms of section 134 of the Companies Act, 2013 is enclosed as “Annexure-III”.
24. Particulars regarding the Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo
The Company has not engaged in any manufacturing activity and thus its operations are not energy intensive. However, adequate measures are always taken to ensure optimum utilization and maximum possible saving of energy.
25. Management Discussion and AnalysisReport
Management Discussion and Analysis Report as required under the listing regulations forms part of this Annual Reportis annexed as “Annexure IV”.
26. Details of Significant and MaterialOrders passed by regulators or courts or tribunals
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations in future.
27. DisclosureabouttheapplicabilityofCostAuditspecifiedbythecentralgovernmentundersection 148 of the Companies Act, 2013.
The provision of the section 148 of the Companies’ act, 2013 read with Rules 14 of the Companies (Audit & Auditors) rules, 2014 is not applicable to the Company.
28. Code of Conduct and Ethics
The Board of Directors of the Company has adopted a Code of Conduct and Ethics for theDirectors and Senior Executives of the Company. The object of the Code is to conduct theCompany’s business ethically and with responsibility, integrity, fairness, transparency andhonesty. The Code sets out a broad policy for one’s conduct in dealing with the Company,fellow Directors and with the environment in which the Company operates.
All the Board members and Senior Management personnel have affirmed compliance with the Code for theyear ended 31 March 2024. A declaration to this effect signed by the Managing Director forms a part of thisAnnual Report.
29. Statement pursuant to Listingagreements
The Company's securities are listed with Bombay Stock Exchange (BSE) Limited. The Annual Listing Fees for the year 2023-2024 has been paid by the Company in time and there were no arrears reported for the year under review.
30. RBICompliances
The Company has complied with all the applicable regulations of RBI as on March 31, 2024.The Company has duly filed all returns in accordance with Master Direction- Non-BankingFinancial Company Returns (Reserve Bank) Directions, 2016.
31. Compliance with the SecretarialStandards
The Company has complied with all the Secretarial Standards on Board Meetings and General Meetings issued by the Institute of Company Secretaries of India (ICSI).
32. Internal Financial Control Systems and Their Adequacy
The Company possesses adequate internal controls to ensure that all assets are protected against loss from unauthorized use or disposition and that all transactions are authorized, recorded and reported correctly. An efficient Internal Audit department monitors adherence to these controls.
The Internal Auditor monitor and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with the operating systems, accounting procedures and policies of the Company.
Based on the report of Internal Auditor, the process owners undertake the corrective actions in their respective areas and hereby strengthen the control. Significant audit observation and corrective actions thereon are presented to the Audit Committee of the Board.
33. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act’) and the Rules there under. There were no complaints/cases of sexual harassment reported during the financial year 2023-24.
34. Proceeding pending under the Insolvency and Bankruptcy Code, 2016
There were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as at 31 March, 2024.
35. 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
During the year, there were no transactions requiring disclosure or reporting in respect of matters relating to instance of one-time settlement with any bank or financial institution.
36. GeneralDisclosures
Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting orotherwise.
2. Issue of shares (including sweat equity shares) to employees of theCompany.
3. There is no change in the nature of business of the Company during the year.
4. There were no material changes and commitments affecting the financial position of the Company between the end of financial year and the date of theReport.
37. Acknowledgement
Your directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other Business associates who have extended their valuable sustained support and encouragement during the year under review.
Your directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives’ officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.
The Company operates only in a single segment of Business and as such no separate segment reporting is required.
By the order of Board For Helpage Finlease Limited
Sd/- Sd/-
Date: 30thMay, 2024 Ananyaa Pandey Sidharth Goyal
Place: Delhi Director Managing Director
DIN:06966851 DIN:02855118
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