To,
The Members of AGARWAL FORTUNE INDIA LIMITED
(Formerly known as Devki Leasing and Finance Limited)
Your Directors are pleased to present Thirty First (31st) Annual Report of
AGARWAL FORTUNE INDIA LIMITED (Formerly known as Devki Leasing and Finance Limited) Report
and the Audited Financial Statements for the year ended 31stMarch 2023.
1. FINANCIAL PERFORMANCE
a) Financial Results
The Audited Financial Statements of the Company as on 31st March 2023, are
prepared in accordance with Section 133 of the Companies Act, 2013 read with the rules
made thereunder and Indian Accounting Standards (Ind AS) along with the Auditor's Report,
form part of the Annual Report.
(Rs. in Lakhs)
| Particulars |
2022-2023 |
2021-2022 |
| Revenue from operations |
492.34 |
0.00 |
| Other Income |
' 25.60 |
22.44 |
| Total Income |
517.94 |
22.44 |
| Total Expenses |
509.12 |
53.96 |
| Profit before Tax |
8.83 |
(31.52) |
| Less: Tax Expenses |
(2.57) |
- |
| Profit (Loss) for the year |
6.26 |
(31.52) |
| ‘''Add: other Comprehensive Income |
- |
-- |
| Add: Balance brought forward from Previous Year |
(324.10) |
(292.57) |
| * Balance carried forward to Balance Sheet |
(317.84) |
(324.10) |
b) STATE OF COMPANY'S AFFAIRS AND RESULTS OF OPERATIONS:
Your company is engaged in the business of trading of Glasses (Industrial) and other
allied activities. The company was incorporated in the year 1993under the provision of
Companies Act, 1956 and was listed on Bombay Stock Exchange of India on 11th
July, 1995.
The Highlights of the Company's performance are as under:
During the year, the Company earned Total Revenue of Rs 517.94Lakhs as against Rs 22.44
in corresponding previous year and earned a net profit of Rs 6.26 Lakhs.
The Company is continuously exploring and evaluating new Business opportunities and
trying to revamp their Business operations with improvement in the present scenario and
new strategies to better its position and performance and, Directors are further hopeful
that business environment shall improve in the near future.
2. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT
RELATES AND THE DATE OF THE REPORT AND CHANGE IN NATURE OF BUSINESS.
During the year under review, following changes took place:
a) Change in Name of the Company:
The name of the company has been changed from Devki Leasing & Finance Limited to
Agarwal Fortune India Limited and in this regard, Ministry of Corporate Affairs, Registrar
of Companies, Gwalior has issued a certificate dated 05.09.2022 for change of name of the
company.
Consequently, the security name of the company on BSE Limited is Agarwal Fortune India
Limited with the BSE scrip code'530765' and symbol 'Agarwal'. The changes with respect to
the name and symbol of the stock exchange were effective from September 27th,
2022.
b) Alteration of Object Clause of the Company:
The company changed its business activities and will continue the business of trading
in various types of Glasses and mirrors, deal in various types of glasses, provide
technical consultancy services, exports imports, provide advisory services, engage in
business as transporters, and other allied activities relating to industrial glasses and
other categories. Earlier, Company was operating in finance and leasing business.
The approval for change in Object Clause of the Company was received on 05.09.2022 from
ROC, Indore and consequently the new CIN of the Company is - L 74110MP1993PLC007522 and
all necessary amendments have been made in the Memorandum and Articles of Association of
the Company.
c) Change in Registered Office Clause:
Consequent to the receipt of confirmation from the Regional Director (North Western
Region), Ahmedabad for shifting the registered office from Indore, Madhya Pradesh to the
State of Rajasthan, and approval for certification has been received from the Registrar of
Companies, Jaipur. Registration date December 30th, 2022. The Company has been
allotted new Corporate Identification Number i.e. L74110RJ1993PLC085542 and consequential
amendments have been made in the Memorandum and Articles of Association of the Company for
change in the Registered Office clause.
d) Amendment of Memorandum of Association and Articles of Association of the Company:
During the financial period under review, consequent to the change in name, objects and
registered office of the Company, the Memorandum of Association and Articles of
Association of your Company were also amended to reflect new changes.
Except above, there have been no material changes and commitments which affect the
financial position of your Company that have occurred between the end of the financial
year to which the financial statements relate and the date of this report.
2. Changes in Share Capital
During the Financial Year 2022-23, there was no change in capital structure of the
company. During the year under review, the company has not issued shares with differential
voting rights nor has granted any stock option or sweat equity shares. As on 31st
March 2023, none of the Directors of the company hold instruments convertible into equity
shares of the Company.
| S.NO. CAPITAL |
NOMINAL AMONUT |
| 1. Authorized Share Capital |
375,00,000 |
| 2. Issued Share Capital |
350,96,000 |
| 3. Subscribed & Fully Paid Up |
342,48,000 |
| 4. Subscribed But Not Fully Paid Up |
8,48,000 |
3. DIVIDEND
Your Directors do not recommend any dividend for the financial year 2022-23.
4. TRANSFER TO RESERVES
No amount is proposed to be transferred to the Reserves for the Financial Year 2022-23.
5. NEW ACTIVITIES :
During the year under review, your Company entered into the business of trading in
various types of Glasses and Mirrors, providing technical consultancy services and
advisory services and other allied activities relating to industrial glasses and other
categories.
During the year under review, your Company also amended the "Object Clause"
of the Memorandum of Association for the above purpose. As a result of the change, new
activities started in the market by October, Rs 2022.
6. DEPOSITS:
During the year under review, your Company did not accept any deposits within the
meaning of provisions of Section 73 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014.
7. CORPORATE SOCIAL RESPONSIBILITY:
The Company's net worth is below than Rs. 500 Crores, Turnover is less than Rs. 1000
Crores and Net Profit (Before Tax) is less than Rs. 5 Crores, hence provisions of Section
135 of the Companies Act, 2013 with regard to Corporate Social Responsibility (CSR) are
not applicable to the company.
8. INVESTOR RELATIONS (IR):
Investor Relations (IR) as the touch point for the Investor Community whereby
information relating to the Company is disseminated uniformly and widely. This helps the
investor Community to access a seamless channel of communication of the Company's business
activities, strategy and prospects and allows them to make an informed judgment about the
Company. The Company continues to interact with all types of funds and investors to ensure
a diversified shareholder base in terms of geographical location, investment strategy and
investment horizon. The company follows all regulatory guidelines while disseminating the
information.
In order to ensure accurate, transparent and timely information flow, the IR department
holds the following activities:
- Provides detailed updates on the Company's performance on the stock exchanges
immediately after the release of quarterly results.
- Meetings with investors to brief them about the Company's ongoing performance/
initiatives and respond to their queries and concerns.
The company allows investors to determine whether a company is a good investment for
their needs. Investor Relations departments are sub-departments of public relations (PR)
departments and work to communicate with investors, shareholders, government
organizations, and the overall financial community.
9. SUBSIDIARY, ASSOCIATE COMPANIES OR JOINT VENTURE:
The Company does not have any Holding, Subsidiary, and Joint Venture or associate
Company during the year under review.
10. ANNUAL RETURN:
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with
Rule 12(1) of the Companies (Management and Administration) Rules, 2014 as amended from
time to time, the Annual Return of the Company for Financial Year 2022-23 is available on
the Company's website at web link-
https://agarwalfortune.com/investor-relation/annual-return/.
11. CHANGE IN REGISTRAR AND TRANSFER AGENT:
During the year under review, the Company changed its Registrar and Transfer Agent i.e.
M/sBeetal Financial & Computer Services Pvt. Ltd. was appointed and M/s Ankit
Consultancy Pvt. Ltd. ceased to be effective from 19.07.2022.
12. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of Directors consists of a balanced profile of members specializing in
different fields that enables it to address the various business needs of the company,
while placing very strong emphasis on corporate governance.
At the year ended March 31, 2023, the composition of the Board Members are as follows:
BOARD OF DIRECTORS
| Mr. Mahesh Kumar Agarwal |
Managing Director |
| Mrs. Sharda Agarwal |
Non-Executive, Women Director |
| Mrs. Archana Gupta |
Non-Executive, Independent Director |
| Mrs. Neha Saini |
Non-Executive, Independent Director |
CHIEF FINANCIAL OFFICER:
Mr. Amit Kumar Agarwal (appointed on 30th May, 2022)
COMPANY SECRETARY:
Ms. Aditi Parmar (appointed w.e.f. 01st September, 2022)
Ms. Komal Ghughtyal (appointed w.e.f. 08th June 2022 and resigned on 01st
September, 2022)
Mr. Rakesh Shetpal (appointed w.e.f. 22nd April 2022 and resigned on 07th
June 2022)
(a) DIRECTORS: During the year, no changes took place in the Board of Directors of the
Company.
(b) KEY MANAGERIAL PERSONNEL:
During the year under review, following appointments and resignations of Key Managerial
personnel took place:
CHIEF FINANCIAL OFFICER -
Mr. Amit Kumar Agarwal was appointed on 30th May, 2022 as Chief Financial Officer of
the Company.
COMPANY SECRETARY -
Starting from Current Term :
1. Appointment of Ms. Aditi Parmar as Company Secretary and Compliance Officer of the
Company with effect from 01st September, 2022.
2. Ms. Komal Ghughtyal (ACS - 64440) was appointed as Company Secretary &
Compliance Officer on 08th June 2022 and resigned on 01st September, 2022.
3. Mr. Rakesh Shetpal (ACS-67625) was appointed as Company Secretary & Compliance
Officer of the Company on 22nd April 2022 and resigned on 07th June 2022.
RETIRE BY ROTATION-
Section 152 of the Act provides that unless the Articles of Association provide for the
retirement of all directors at every AGM, not less than two-third of the total number of
directors of a public company (excluding the independent directors) shall be persons whose
period of office is liable to determination by retirement of directors by rotation.
Accordingly, Mrs. Sharda Agarwal, Non Executive Director (DIN: 09520743), retires by
rotation at this ensuing 31st Annual General Meeting, and being eligible,
offers himself for re-appointment.
DISQUALIFICATIONS OF DIRECTORS-
During the year, declarations were received from the Directors of the Company pursuant
to Section 164 of the Companies Act, 2013. The Board appraised the same and found that
none of the director is disqualified for holding office as director.
Further, the Certificate from Practicing Company Secretary as per the certifying that
none of the directors of the company disqualified for holding office as director of the
Company is enclosed with this Board Report.
DECLARATION BY INDEPENDENT DIRECTORS-
Independent Directors have given declaration that they meet the criteria of
independence as per Regulation 16 (1) (b) SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 and as per the criteria provided in the Section 149 of the
Companies Act, 2013.
In the opinion of the Board, the Independent Directors fulfill the conditions relating
to their status as Independent Directors as specified in Section 149 of the Companies Act,
2013 and Regulation 25 of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015.
Independent Directors are not liable to retire by rotation, in terms of Section 149(13)
of the Act.
BOARD DIVERSITY-
As per the requirement under the Regulation 19(4) read with Schedule II, Part D of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and such other regulatory provisions, as applicable the Nomination and
Remuneration Committee (the 'NRC') is required to devise a policy for having diversity on
the board of directors (the 'Board'). The board diversity policy (the 'Policy') sets out
the approach to achieve adequate diversity on the Board of the Agarwal Fortune India
Limited (Formerly known as Devki Leasing and Finance Limited).
13. COMMITTEES OF THE BOARD OF DIRECTORS:
The Company has constituted the following committees which have been constituted as a
part of the good corporate governance practices and the same are in compliance with the
requirements of the relevant provisions of applicable laws and statutes of the Companies
Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015:
a. Audit Committee
b. Nomination & Remuneration Committee
c. Stakeholders Relationship Committee
The brief description with respect to Committees, their compositions, powers, roles,
and terms of reference, Meetings held and attendance of the Directors at such Meetings of
the Committees are given in detail in the Report on Corporate Governance of the Company
which forms part of this Report.
a) Audit Committee-
The Company has an adequately qualified and experienced Audit Committee with Mrs.
Archana Gupta (Chairman), Mrs. Neha Saini and Mr. Mahesh Kumar Agarwal as Members. The
recommendations of the Audit Committee were duly approved and accepted by the Board.
b) Nomination& Remuneration Committee-
The Company has Nomination and Remuneration Committee (includes the matters specified
in Part D of Schedule II to the SEBI (LODR) Regulations, 2015 which broadly includes
determination and recommendation for appointment/removal of Executive, Non-Executive and
Independent Directors to the Board etc.) with Mrs. Archana Gupta (Chairman), Mrs. Neha
Saini and Mrs. Sharda Agarwal as Members. The recommendations of the Nomination &
Remuneration Committee were duly approved and accepted by the
Board.
c) Stakeholders Relationship Committee-
The Company has Stakeholders Relationship Committee to consider and resolve the
grievances of the security holders including complaints related to transfer of shares,
non-receipt of annual report and non- receipt of declared dividends etc. with Mrs. Archana
Gupta, Mrs. Neha Saini and Mrs. Sharda Agarwal (Chairperson),as Members. The
recommendations of the Stakeholders Relationship Committee were duly approved and accepted
by the Board.
14. MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES:
a) Board Meetings: During the year under review the Board has met 11 (ELEVEN) times
viz.22nd April 2022, 17th May 2022, 30th May 2022, 08th
June 2022, 12th July, 2022, 22nd July 2022, 12th August=
2022, 1st September 2022, 14th November 2022, 10th
December 2022 and 08thFebruary 2023. The details of meetings of the Board and
the attendance of Directors are provided in the Corporate Governance Report. Due to
Non-availability of Director, the board meeting scheduled to be held on July, 15th 2022,
stands cancelled.
b) Committee Meetings: During the year under review, the Committees duly met and the
details of the the Meetings held and attendance of the Directors at such Meetings, are
provided in the Corporate Governance Report.
c) Separate Meeting of Independent Directors / Independent Directors Training: During
the year under review, a separate meeting of Independent Directors of the Company was held
on 17th March 2023, without the presence of other Directors and members of
Management. The Independent Directors reviewed the performance of Non-Independent
Directors and the Board as a whole, performance of Chairperson of the Company and assessed
the quality, quantity and timelines of flow of information between the Company management
and the Board.
d) Web-link for Familiarization Program: Details of the attendance of the Directors at
such meeting and details about familiarization program are available on the Company's
website at web link-
https://agarwalfortune.com/investor-relation/familiarisation-program-to-independent-directors/
.
15. PERFORMANCE EVALUATION OF THE BOARD AND INDEPENDENT DIRECTORS:
Pursuant to the provisions of Section 134(3)(p) of Companies Act 2013 and Regulation
25(4) and 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Nomination and Remuneration Committee of the Company has defined the evaluation
criteria and procedure for the Performance Evaluation process for the Board, its
Committees, and Directors.
The Board of Directors has carried out an annual performance evaluation of its own
performance, the Directors and the Committees. Performance evaluation of independent
Directors was in accordance with Regulation 17(10) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, which is done by the entire board, excluding
the director being evaluated. The performance evaluation of the Chairman and the
Non-Independent Directors was carried out by the Independent Directors, who also reviewed
the performance of the Board as a whole. The criteria on the basis which the evaluation
has been carried out are explained in the Corporate Governance Report.
The performance of the board was evaluated by the board after seeking inputs from all
the Directors on the basis of criteria such as board composition and structure,
effectiveness of board processes, information and functioning, etc. as provided by the
Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.
The performance of the committee was evaluated by the Board after seeking inputs from
the committee members on the basis of criteria such as the composition of the committee,
effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of
individual director on the basis of criteria such as the contribution of the individual
directors to the board and committee meeting like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meeting, etc.
16. 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:
a) In the preparation of the Annual Accounts, the applicable Accounting Standards have
been followed along with proper explanation relating to material departures.
b) The Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true 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) The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
d) The Directors had prepared the annual accounts on a going concern basis; and
e) The Directors, in the case of a listed company, had laid down internal financial
controls to be followed by the company and that such internal financial controls are
adequate and were operating effectively. The Directors have laid down internal financial
controls to be followed by the company and that such internal financial controls are
adequate and were operating effectively.
f) The Directors have devised proper system to ensure compliance with the provisions of
all applicable laws and that such system were adequate and operating effectively.
17. AUDITORS:
a) Statutory Auditors-
The Members of the Company at the 30th AGM held on 25th August, 2022, appointed M/s
Jethani and Associates, Chartered Accountants, Jaipur (ICAI Firm Registration No.010749C)
as Statutory Auditors of the Company for a period of 1 year to hold office from the
conclusion of 30th AGM till the conclusion of the 31st AGM of the
Company.
The Statutory Auditors have confirmed that they are not disqualified from continuing as
Auditors of the Company.
The Statutory Auditors' Report does not contain any qualifications, reservations or
adverse remarks on the financial statements of the Company for the financial year 2022-23.
Explanation to Auditor's Remark-
The Auditors' Report read with relevant notes are self-explanatory and not required any
comments or Explanation.
Reporting of fraud by Statutory Auditors-
There was no fraud in the Company, which was required to report by Statutory Auditors
of the Company under sub-section (12) of section 143 of Companies Act, 2013.
Appointment of Statutory Auditor for the Financial Year 2023-24:
Pursuant to the provisions of section 139 of the Act and the rules framed there under,
The Board has recommended the appointment of M/s Jethani and Associates, Chartered
Accountants (ICAI Firm Registration No.010749C), as Statutory Auditors of the company for
a period of one year in the ensuing Annual General Meeting held for F.Y. ending on 31st
March 2023 till the conclusion of Annual General Meeting to be held for F.Y. ending on
31st March 2024.
b) Secretarial Auditor and their Report-
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company
has appointed CS Monika Gupta, Practicing Company Secretary, to conduct Secretarial Audit
for the financial year 2022-23. The Secretarial Audit Report for the financial year ended
March 31st, 2023 is annexed herewith marked as Annexure I to this Report. The
Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.
c) Cost Record and Cost Audit-
Your company does not fall within the provisions of Section 148 of Company's Act, 2013
read with the Companies (Cost records & Audit) Rules, 2014, therefore no such records
required to be maintained.
d) Internal Auditor-
Pursuant to the provisions of Section 138 of the Act read with Rule 13(1)(a) of
Companies (Accounts) Rules, 2014, the Board of Directors of the Company has appointed M/s
ASAR& Associates, Chartered Accountants (ICAI Firm Registration No. (FRN: 019461C),
Firm to conduct internal audit reviews for the Company.
18. DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The prescribed particulars of employees required under Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is enclosed as Annexure II and forms the part of this Board Report.
19. PARTICULARS OF EMPLOYEES:
During the year, none of the employee of the company is drawing remuneration in excess
of Rs.1,02,00,000/- per annum or Rs. 8,50,000/- per month. Your Company is presently
working with four Directors, one CFO and one CS. There are no other employees in the
company. None of the employees was in receipt of remuneration in excess of the limits
prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.Hence, disclosure pursuant to provisions of Section 197(12) of the
Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is not required to be given.
20. CORPORATE GOVERNANCE REPORT:
As per Regulation 15 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirement) Regulations, 2015 ("SEBI (LODR) Regulations, 2015") the
corporate governance provisions as specified in Regulations 17, 17A, 18, 19, 20, 21, 22,
23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub- regulation (2) of regulation 46 and
Para C , D and E of Schedule V are not applicable on the Company.
However, your Company believes in Good Corporate Governance Practices, so the Directors
present the Report on Good Corporate Governance for the year ended 31st March
2023 to have more transparency and disclosures and the same is attached with this report
as Annexure - III.
21. NOMINATION AND REMUNERATION POLICY
Pursuant to the provisions of Section 178(3) of the Companies Act, 2013, and Regulation
19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Nomination and Remuneration Committee has formulated a policy relating to the remuneration
for the Directors, Key Managerial Personnel (KMP) and other employees which is being
approved and adopted by the Board and has been posted on the website of the Company and
can be accessed through web site https://agarwalfortune.com/investor-
relation/corporate-governance/nomination-and-remuneration-policy/
The policy is also annexed as Annexure- IV forming part of this Board Report.
22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Statement in pursuance of requirement of Para B of
Schedule V SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
attached to this report as Annexure - V.
23. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY:
The Company has comprehensive Internal Financial Controls system for all major
processes including financial statements to ensure reliability of reporting. The system
also helps management to have timely data on various operational parameters for effective
review. It also ensures proper safeguarding of assets across the Company and its
economical use. The internal financial controls system of the Company is commensurate with
the size, scale and complexity of its operations. The system and controls are periodically
reviewed and modified based on the requirement.
The internal and operational audit is entrusted to M/s ASAR & ASSOCIATES, Chartered
Accountants (ICAI Firm Registration No. (FRN: 019461C). The main thrust of internal audit
is to test and review controls, appraisal of risks and business processes, besides
benchmarking controls with best practices in the industry. Based on the audit observations
& suggestions, follow up & remedial measures are being taken on a regular basis.
24. DIVIDEND DISTRIBUTION POLICY:
Your company doesn't fall under the criteria, as required under Regulation 43A of the
Listing Regulations.
25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the year under review, the Company has neither made any loans and investments
nor has given any guarantee or provided any security in connection with a loan to any
other body corporate or person within the meaning of Section 186 of Companies Act, 2013.
For further details, please refer Notes to the Financial Statements.
26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in its ordinary course of business and on an arm's length
basis. During the year under review, the Company had not entered into any contract /
arrangement / transaction with related parties which could be considered material in
accordance with the policy of the Company on materiality of related party transactions or
which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with
Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
The Policy on Materiality of Related Party Transactions and on dealing with Related
Party Transactions as approved by the Board is available on the Company's website and can
be accessed
https://agarwalfortune.com/investor-relation/corporate-governance/nomination-and-remuneration-policy/.
During the year under review, the Policy on Materiality of Related Party Transactions
and on dealing with Related Party Transactions was amended to align it with the amendments
in the Listing Regulations.
Members may refer to Note 33 of the Standalone Financial Statement which sets out
related party disclosures pursuant to Ind AS forming part of this Annual Report.
27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars in respect of conservation of energy, technology absorption and foreign
exchange earnings and outgo, as required under sub-section (3) (m) of section 134 of the
Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are
given as under :
A. Conservation of Energy
The steps taken or impact on conservation of energy:
i. The operations of your Company are not energy intensive. However, adequate measures
have been initiated to reduce energy consumption.
ii. The capital investment on energy conservation equipments: Nil
B. Technology Absorption :
i. The efforts made towards technology absorption: Not Applicable.
ii. The benefits derived like product improvement, cost reduction, product development
or import substitution: Not Applicable.
iii. In case of imported technology (imported during the last three years reckoned from
the beginning of the Financial Year): Not Applicable.
iv. Company has not incurred any expenditure on Research and Development during the
year under review.
C. Further there was neither inflow nor outflow of foreign exchange during the year.
28. RISK MANAGEMENT:
The Company recognizes that risk is an integral and unavoidable component of business
and is committed to managing the risk in a proactive and efficient manner. The Company as
part of business strategy has in place a mechanism to identify, assess, monitor risks and
mitigate various risks with timely action.
29. PREVENTION OF INSIDER TRADING:
Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 and Provisions of
Section 195 of the Companies Act, 2013 provides that no person, which includes any
director or key managerial personnel of a company, was not involved in the insider
trading. The listed entity shall devise a framework to avoid insider trading and abusive
self-dealing.
The Board of Directors have adopted the Code of Fair Disclosure for the Company and
would ensure that the Management adheres to this code to make the Unpublished Price
Sensitive Information of the Company would be made available to the general public as soon
as it is possible for the Company to do so. The Company recognizes that strict observance
of the Code is a basic pre-requisite for ensuring full confidentiality of all
"unpublished price sensitive information" and to build general investor
confidence and stakeholder credibility.
30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There were no other significant material orders passed by the
Regulators/Courts/Tribunals impacting the going concern status of the Company and its
future operations.
31. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013
read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI
(LODR) Regulations, 2015, the Company has in place a Whistle Blower Policy, which provides
for a vigil mechanism that encourages and supports its Directors and employees to report
instances of illegal activities, unethical behavior, actual or suspected, fraud or
violation of the Company's Code of Conduct or Ethics Policy. It also provides for adequate
safeguards against victimization of persons who use this mechanism and direct access to
the Chairman of the Audit Committee in exceptional cases. During the year under review, no
protected disclosure concerning any reportable matter in accordance with the Vigil
mechanism and Whistle Blower policy of the Company was received by the Company. The
Whistle Blower Policy has been posted on the website of the company
www.devkileasing.com
32. COMMISSION RECEIVED BY DIRECTORS FROM HOLDING/SUBSIDIARY COMPANY:
The Company does not have any holding/ subsidiary company. Hence provisions of Section
197 (14) of Companies Act, 2013 are not applicable to the Company.
33. CHIEF FINANCIAL OFFICER AND MANAGING DIRECTOR CERTIFICATION:
As required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Chief Financial Officer of the Company have certified
to the Board regarding the Financial Statements for the year ended 31st March, 2023 and
the same forms part of this Board Report.
34. VOTING RIGHTS OF EMPLOYEES:
During the year under review the company has not given loan to any employee for
purchase of its own shares as per section 67(3) (c) of Companies Act, 2013.
35. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:
The Company has not issued shares under employee's stock options scheme pursuant to
provisions of Section 62 read with Rule 12 of Companies (Share Capital and Debenture)
Rules, 2014.
36. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:
The Company has not issued sweat equity shares pursuant to provisions of Section 54
read with Rule 8 of Companies (Share Capital and Debenture) Rules, 2014 and SEBI (issue of
sweat equity) Regulations, 2002 during the Financial Year.
37. LISTING AT STOCK EXCHANGE:
The Equity shares of the Company are listed in the Bombay Stock Exchange Limited,
Mumbai (BSE) and the Listing fees have been duly paid.
38. INSURANCE:
The Company's assets are adequately insured against the loss of fire and other risks,
as consider necessary by the Management from time to time.
39. BUSINESS RESPONSIBILITY REPORT:
The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable
to the Company for the financial year ending March 31, 2023.
40. DEPOSITORY SERVICES:
The Company's Equity shares have been admitted to the depository mechanism of the
National Securities Depository Limited (NSDL) and Central Depository Service (India)
Limited (CDSL) .The Company has been allotted ISIN No. INE510B01018.
41. ENVIRONMENT AND SAFETY:
The Company is conscious of the importance of environmentally clean and safe
operations. The Company's policy requires conduct of operations in such a manner, so as to
ensure safety of all concerned, compliances environmental regulations and preservation of
natural resources.
42. HUMAN RESOURCES/INDUSTRIAL RELATIONS:
The Human Resource development team strives to empower employees across the company
with required competencies through up skilling, providing role clarity, adequate resources
to motivate them and help them realize their maximum potential. Company's Industrial
relations continued to be healthy, cordial and harmonious work environment through several
welfare, health and safety initiative across facilities and offices during the period
under review.
43. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 AND CONSTITUTION OF INTERNAL COMPLAINTS
COMMITTEE:
The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in
line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules made there under. The Policy aims to
provide protection to employees at the workplace and prevent and redress complaints of
sexual harassment and for matters connected or incidental thereto, with the objective of
providing a safe working environment, where employees feel secure.
An Internal Complaints Committee is in place to redress complaints received regarding
sexual harassment. Further, during the year 2022-23 no grievance/complaint was reported
from any employee.
44. COMPLIANCE OF SECRETARIAL STANDARD:
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating
to 'Meetings of the Board of Directors' and 'General Meetings', respectively, have been
duly followed by the Company.
45. PROVISION OF VOTING BY ELECTRONIC MEANS THROUGH REMOTE E-VOTING AND E-VOTING AT THE
AGM:
Your Company is providing E-voting facility as required under section 108 of the
Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration)
Amendment Rules, 2015. The ensuing AGM will be conducted through VC/OVAM and no physical
meeting will be held and your company has make necessary arrangements with NSDL to provide
facility for remote e-voting and e-voting at AGM. The details regarding e-voting facility
is being given with the notice of the Meeting.
46. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) AND THEIR STATUS:
There are no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year.
42. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILETAKING LOANS FROM THE BANKS OR FINANCIAL
INSTITUTION ALONGWITH THE REASONS THEREOF:
There are no such events occurred during the period from 01stApril, 2022 to
31stMarch, 2023, thus no valuation is carried out for the one-time settlement
with the Banks or Financial Institutions.
43. LOANS FROM DIRECTORS AND DIRECTORS RELATIVES:
Subject to the Companies (Acceptance of Deposits) second Amendments Rules 2015, Company
has accepted Loans from Directors and their relatives after receiving a declaration in
writing to the effect that the amount is not being given out of funds acquired by them by
borrowing or accepting loans or deposits from others. The details of the amount Received
during the financial year are as follows:
| Particular |
2022-2023 (In lakh) |
2021-2022(In lakh) |
| Loan from Director |
26 |
10 . |
| Loan from Body Corporate (Common Director) |
2 |
- |
44. ACKNOWLEDGEMENTS:
Your Directors place on record their gratitude to all the Government and Semi
Government Departments and Company's Bankers, for the assistance and co-operation and
encouragement they extended to the Company. Your Directors also wish to place on record
their sincere thanks and appreciation for the continuing support and unstinting efforts of
investors, stakeholders, Reserve Bank of India, Banks and other regulatory authorities.
| FOR AND ON BEHALF OF THE BOARD OF DIRECTORS |
|
| AGARWAL FORTUNE INDIA LIMITED |
|
| (Formerly known as Devki Leasing & Finance Limited) |
|
| Sd/- |
Sd/- |
| MAHESH KUMAR AGARWAL |
SHARDA AGARWAL |
| Managing Director |
Director |
| (DIN - 02806108) |
(DIN - 09520743) |
| Date: 02.09.2023 |
|
| Place: Jaipur |
|
|