To The Members,
The Directors present Annual Report of Confidence Finance and Trading Limited on
Business and Operations of the Company along with Audited Financial Statements for the
year ended on 31st March, 2023.
Financial Results
| Particulars |
Year Ended |
Year Ended |
|
31/03/2023 |
31/03/2022 |
| Income |
1456.902 |
880.88 |
| Less- Expenditure |
(1445.136) |
(876.73) |
| Profit before Depreciation |
11.765 |
4.15 |
| Less: Depreciation |
(6.93) |
(2.55) |
| Profit after Depreciation & Before Tax |
4.83 |
1.6 |
| Less: Current Year Tax |
1.216 |
0.402 |
| Deferred Tax Liability |
(3.68) |
(0.62) |
| Less: Tax (Income Tax) paid for earlier period |
- |
- |
| Profit/loss after Tax |
7.29 |
1.81 |
| Add: Other Comprehensive Income |
- |
- |
| Total Comprehensive Income |
7.29 |
1.81 |
| Paid up Equity Share Capital |
1025.00 |
1025.00 |
| EPS (Equity Shares of Rs. 10/- each) Basic & Diluted (in Rs.) |
0.0712 |
0.0177 |
FINANCIAL HIGHLIGHTS
During the year Company has earned the income of Rs as 1456.90 Lakhs compared to Rs.
880.88 lakhs in the previous year. The Net Profit/loss after Tax stood at Rs.7.29 lakhs as
Compared to Rs. 1.81 lakhs in the previous year.
DIVIDEND
With a view to strengthen the financial position of the Company, Directors did not
recommend any dividend for the financial year 2022-23.
IMPACT OF COVID-19
During the year under consideration the operations of the Company were not interrupted
and were carried out in the normal course in accordance with the directives issued by the
Ministry of Home Affairs. The Company ensured the safety of its employees and is complying
with all the norms related to social distancing, thermal scanning, wearing of face mask,
proper sanitization and hygiene at all its work places and work from home policy was also
arranged for the employees as per the requirement.
However, there is no impact on Company's operations and based on the preliminary
estimates the Company does not anticipate any major challenge in meeting the financial
obligations on the long term basis.
TRANSFER TO RESERVES
The company has not transferred any amount to the general reserve or any other reserves
during the year 2022-23.
FINANCE
Cash and cash equivalent as at 31st March, 2023 is 0.03 & Bank balance
other than cash & cash equivalent is Rs. 5.37. The Company continues to focus on
management of its working capital, receivables, and inventories. The other working capital
parameters are kept under continuous monitoring.
CHANGE IN NATURE OF BUSINESS, IF ANY
There are no major changes in the Business of the Company.
BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF THE COMPANY'S
AFFAIR
The Company does not have any significant Business activity other than that of
Investments, Interest income and Providing business services to DHL group.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Company's operations in future.
DETAILS OF SUBSIDIARY/ASSOCIATE AND JOINT VENTURES COMPANIES
The Company has no Subsidiary/Associate and Joint Venture Companies during period under
review.
INVESTMENT IN JOINT VENTURES
The Company has not made any investment in Joint Venture during the period under
review.
SHARE CAPITAL
The paid up Equity Share Capital as on 31st March, 2023 was Rs. 1025 Lakhs
divided into 102.5 Lakhs equity shares of Rs.10/- each. During the year under review, the
Company has not issued shares with differential voting rights or granted stock options or
sweat equity.
DEPOSITS
The Company has not accepted deposit from the public falling within the ambit of
section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
2014 and there were no remaining unclaimed deposits as on 31st March, 2023. Further, the
Company has not accepted any deposit or loans in contravention of the provisions of the
Chapter V of the Companies Act, 2013 and the Rules made there under:
| S.No Particulars |
Amount in Rs. |
| 1. Details of Deposits accepted during the year |
N.A |
| 2. Deposits remaining unpaid or unclaimed at the end of the year |
N.A |
| 3. Default in repayment of deposits |
N.A |
| At the beginning of the year |
|
| Maximum during the year |
|
| At the end of the year |
|
| 4. Deposits not in compliance with law |
N.A |
| 5. NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty imposed |
N.A |
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY
The Particulars of Loans or Advances or Investments made under Section 186 of the Act
are furnished in Financial Statement's notes to account forming part of Annual Report.
HUMAN RESOURCE DEVELOPMENT
Your Company has always believed that Human Resource is the most important resource and
continues to work for its development. The functioning and activities were further aligned
to Company's Business objectives. The Human Resource
Development activities focused on multi-skill training, performance and improvement
etc.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the period under review there is no change in the directorship of the company.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Provisons of Section 135 of the Companies Act, 2013, are not applicable to the Company
during the period under review.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE(Prevention, Prohibition &
Redressal) Act, 2013;
The Company has in place an Anti Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women atthe Workplace (Prevention, Prohibition &
Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to
redresscomplaints received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered underthis policy.Statement showing the
number of complaints filed during the financial year and the number of complaints pending
as on the end of the financial year is shown as under: -
| Category |
No. of complaints pending in the beginning of F.Y.2022-23 |
No. of complaints filed during the F.Y.2022-23 |
No. of Complaints pending as at the end of F.Y.2022-23 |
| Sexual Harassment |
Nil |
Nil |
Nil |
Since, there is no complaint received during the year which is appreciable as the
management of the company endeavor efforts to provide safe environment for the female
employees of the company.
RISK AND INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Pursuant to section 134 (3) (n) of the Companies Act, 2013, the Company has undertaken
suitable measures for the development and implementation of a risk management policy for
the Company including identification of elements of risk, if any, which in the opinion of
the Board may threaten the existence of the Company. At present the Company has not
identified any element of risk which may threaten the existence of the Company.
The Company has an Internal Control System, commensurate with the size and nature of
its operations. During the year,controls were tested and no material weakness in design
and operation were observed. These have been designed to provide reasonable assurance with
regard to recording and providing reliable financial and operational information,
complying with applicable statutes, safeguarding assets from unauthorised use, executing
transactions with proper authorisation and ensuring compliance of corporate policies.
DECLARATION GIVEN BY INDEPENDENT DIRECTORS
The Company has received declaration from all Independent Directors as under in
accordance with the provisions of Section 149 (6) of the Companies Act, 2013, and
Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and amendments thereto. The Company has also received confirmation from all the
Independent Directors that they have not been disqualified under section 164(2) of the
Companies Act, 2013 in any of the Companies, in the previous financial year, and that they
are at present and are free from any disqualification from being a Director. The
Independent Directors have also confirmed their compliance with the Code for Independent
Directors, as prescribed in Schedule IV to the Companies Act, 2013, and the Code of
Conduct and Business Ethics for Board Members and Senior Management of the Company.
BOARD AND PERFORMANCE EVALUATION
Board Evaluation:
The Board of directors has carried out an annual evaluation of its own performance,
board committees and individual directors pursuant to the provisions of the Companies Act,
2013 and the Corporate Governance requirements as prescribed by Securities and Exchange
Board of India (LODR), Regulations 2015.
Performance evaluation criteria for Board, Committees of the Board and Directors were
approved by the Nomination & Remuneration Committee of the Board at its meeting held
on 17th January, 2023. Evaluation formats and criteria of evaluation duly
incorporated the criteria and other parameters as suggested by SEBI vide their guidance
note on evaluation through their circular dated January 05, 2017. The main criteria on
which the evaluations was carried out were
Director's knowledge & expertise, specific competency and professional experience,
board engagement and time commitment.
Performance Evaluation of the Directors:
The Board and the nomination and remuneration committee reviewed the performance of the
individual directors on the basis of the criteria such as the contribution of the
individual director to the board and committee meetings like preparedness on the issues to
be discussed, meaningful and constructive contribution and inputs in meetings, etc. In
addition, the chairman was also evaluated on the key aspects of his role.
Evaluation of the Board Committees:
The Board evaluated the performance of each of the Board Committees on the following
broad categories:
- Mandate and composition
- Effectiveness of the Committee
- Structure of the Committee, its functioning and attendance
- Discussion, quality of agenda and action taken report
- Independence of the Committee from the Board
- Contribution of the Committees to the decisions taken by the Board
- Functioning of the committee in accordance with the terms of reference
The Board opined that the Board Committees' composition, structure, processes and
working procedures are well laid down and that the Board Committees members have adequate
expertise drawn from diverse functions ,industries and business and bring specific
competencies relevant to the Company's business and operations.
Independent Directors' Evaluation of Non-Independent Directors
In a separate meeting of independent directors held on 17th January, 2023,
performance of non-independent directors, performance of the board as a whole and
performance of the chairman was evaluated, taking into account the views of executive
directors and non-executive directors. The Independent Directors also assessed the
quality, quantity and timeliness of flow of information between the Company management and
the Board. Performance evaluation of independent directors was done by the entire board,
excluding the independent Director being evaluated.
FUTURE OUTLOOK
The Indian Economy has been one of the fastest growing economies in the World. The
focus of the economic policies has been on transforming India into a modern Bharat through
economic reforms, demonetization, digitalization in a cleaner and corruption free
environment.
Company's agenda for the growth is clearly defined by the management i.e. to understand
the financial need of the empowered customers and address those requirements with
diversified services with the help of best in class technology and never compromise on
core values namely fairness, integrity and transparency. We believe that the financial
industry in India is moving towards rapid growth and with the aid of digitalization
supported by economic prosperity and reforms performance of the company is certainly
expected to reach heights.
RELATED PARTY TRANSACTION
In line with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations,
your Company has formulated a Policy on Related Party Transactions which is also available
on the Company's website at
http://ctcl.co.in/wp-content/uploads/2016/03/Related-Party-Transaction-policy.pdf. The
Policy intends to ensure that proper reporting; approval and disclosure processes are in
place for all transactions between the Company and Related Parties.
All Related Party Transactions are placed before the Audit Committee and Board of
Directors for review and their approval. Prior omnibus approval is obtained for Related
Party Transactions on a quarterly basis for transactions which are of repetitive nature
and / or entered in the Ordinary Course of Business and are at Arm's Length, if any.
During the year the company had not entered into any contract/ arrangement /
transaction with any related party which could be considered material in accordance with
the policy of the company on materiality of related party transactions. Thus, disclosure
in Form AOC-2 is not required.
Your Directors draw attention of the members to Note 29 to the financial statement,
which sets out related party disclosures.
FOREIGN EXCHANGE
There is no inflow and outflow of Foreign Exchange during the year under review.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the
best of their knowledge confirms that:
a. In the preparation of the Annual Accounts, the applicable Accounting Standards had
been followed and that no material departures have been made from the same:
b. 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;
c. they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d. they have prepared the Annual Accounts on a going concern basis; and
e. they have laid down Internal Financial Controls for the Company and such Internal
Financial Controls are adequate and operating effectively; and
f. they have devised proper systems to ensure Compliance with the provisions of all
applicable laws and such systems are adequate and operating effectively.
NUMBER OF MEETINGS OF THE BOARD
Five (5) Meetings of the Board were held during the year. For details of the Meetings
of the Board, please refer to the Corporate Governance Report, which forms part of this
report.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on Director's appointment and remuneration and other matters
provided in Section 178(3) of the Act has been disclosed in the Corporate Governance
Report, which forms part of this report.
PARTICULARS OF EMPLOYEES
The Company had no employee during the year covered under Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
AUDITORS
(1) STATUTORY AUDITORS:
Subject to the approval of the Members, the Board of Directors of the Company has
recommended the re-appointment of M/s. A K Kocchar & Associates., Chartered
Accountants, (F.R.No. 120410W) as the Statutory Auditors of the Company pursuant to
Section 139 of the Act, from the conclusion of this Annual General Meeting of the Company
till the conclusion of the 48th Annual General Meeting to be held in the year
2028. Members' attention is drawn to a Resolution proposing the appointment of M/s. A K
Kocchar & Associates., Chartered Accountants, (F.R.No. 120410W) as Statutory Auditors
of the Company which is included at Item No. 3 of the Notice convening the Annual General
Meeting. As per the provisions of Section 139 of the Act, they have given their consent
for the appointment and confirmed that the appointment, if made, would be in accordance
with the conditions as prescribed under the Act and applicable Rules and the RBI
Guidelines. The Audit Report of M/s. A K Kocchar & Associates., Chartered Accountants,
on the Financial Statements of the Company for the Financial Year 2022-23 is a part of the
Annual Report. The Report does not contain any qualification, reservation, adverse remark
or disclaimer.
(2) SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Secretarial Audit Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s Ritika Agrawal and Associates.,Pracitising Company Secretary to
undertake the Secretarial Audit of the Company for the year, 2022-23. TheReport of the
Secretarial Audit Report in the Form MR-3 is annexed as "Annexure B"of
this Report.
Your Board is pleased to inform that there is no such observation made by the Auditors
in their report which needs any explanation by the Board.
(3) INTERNAL AUDITORS
Pursuant to Section 138 of Companies Act, 2013 and rules made thereunder, the Company
has appointed M/s D.V. Agarwal & Associates [Firm Registration No. 328061E],
"Chartered Accountants as Internal Auditors of the Company.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The Company is not engaged in manufacturing activities and as such the particulars
relating to conservation of energy and technology absorption are not applicable. However,
your Company takes every reasonable steps and measures to conserve the energy in the best
possible manner on continous basis.
DISCLOSURE FOR FRAUDS AGAINST THE COMPANY
There were no instances for other than reportable fraud to the Central Government
covered under section 134(3)(ca) of the Companies Act, 2013. Further that, the auditors
have not found any fraud as required to be reported by them under section 143(12) to the
Central Government during the year 2022-23.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and
adhere to the Corporate Governance requirements as set out by The Securities and Exchange
Board of India (SEBI).The report on Corporate Governance as stipulated under the SEBI
(LODR) Regulations,2015 forms an integral part of this Report. The requisite certificate
from the Auditor confirming compliance with the conditions of Corporate Governance is
attached and is forming the part of Annual Report.
EXTRACT OF ANNUAL RETURN
According to the provisions of Section 92(3) of the Companies Act, 2013, read with
Companies (Management and Administration) Rules, 2014, The Annual Return of the Company
has been placed on the website of the Company .
RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'S REMUNERATION AND
PARTICULARS OF EMPLOYEES
Pursuant to provision of section 197(12) of Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and the details of Top 10 employees
given in the "Annexure A"none of the employees received remuneration in
excess of Rs. One Crore Two Lakhs or more per annum or Rs.Eighty Lakhs Fifty Thousand per
month for the part of the year. Therefore, there is no information to disclose in terms of
the provisions of the Companies Act, 2013
CODE OF CONDUCT:
The Code of Conduct for the Board of Directors and the Senior Management has been
adopted by the Company. The Code of Conduct has been disclosed on the website of the
company at www.ctcl.co.in All the Board Members and the Senior Management Personnel have
confirmed Compliance with the Code. All Management Staff were given appropriate training
in this regard.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has adopted a Whistle Blower Policy to report to the Management instances
of unethical behaviour, actual or suspected, fraud or violation of the Company's code of
conduct or ethics policy. Under this policy, the employees can approach the Company's
Compliance Officer and/or Chairman of the Audit Committee. Whistle Blower Policy ensures
that strict confidentiality is maintained whilst dealing with concerns and also that no
discrimination be meted out to any person for a genuinely raised concern. The Whistle
Blower Policy of the Company is posted on the website of the
Company.http://ctcl.co.in/wp-content/uploads/2016/03/Vigil-mehanism-policy-1.pdf
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Company's Shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code. All Board Directors and the designated employees have
confirmed compliance with the Code.
BUSINESS RESPONSIBILITY REPORTING
The Business Responsibility Reporting as required by Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirments) Regulation, 2015, is not applicable to your
Company for the financial year ended March 31, 2023.
CAUTIONARY STATEMENT
The statements made in this Report and Management Discussion and Analysis Report
relating to the Company's objectives, projections, outlook, expectations and others may be
"forward looking statements" within the meaning of applicable laws and
regulations. Actual results may differ from expectations those expressed or implied. Some
factors could make difference to the Company's operations that may be, due to change in
government policies, global market conditions, foreign exchange fluctuations, natural
disasters etc.
ACKNOWLEDGEMENT
The Board of Directors wishes to express their sincere thanks to Bankers, Shareholders,
Clients and all the Employees of the Company for extending their support during the year.
| REGISTERED OFFICE |
For and on behalf of the board of directors |
| 9, Botawala Building, 3rd Floor, |
|
| 11/13, Horniman Circle, Fort, |
Sd/- |
| Mumbai 400001 |
MANOJ NAGINLAL JAIN |
| Date: 2nd August, 2023 |
MANAGING DIRECTOR |
|
DIN: 00165280 |
