To,
Dear Members,
The Directors are pleased to present to you the 32nd Annual
Report of your company Optimus Finance Limited, "the Company" on business
and operations of Company along with the Audited Standalone and Consolidated Financial
Statements for the Financial Year ended 31st March, 2023.
01. FINANCIAL HIGHLIGHTS
The financial performance of the Company for the year ended on 31st
March, 2023, on a Standalone and Consolidated basis, is summarized below:
(Rs in Lakh)
| Particulars |
Standalone basis |
Consolidated basis |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Revenue from Operations |
63.38 |
106.36 |
10,028.72 |
7,002.92 |
| Total Revenue From Operations |
63.38 |
106.36 |
10,028.72 |
7,002.92 |
| Other Income |
0.06 |
0.65 |
153.15 |
144.82 |
| Total Income |
63.44 |
107.01 |
10,181.87 |
7,147.73 |
| Finance Cost |
6.89 |
10.07 |
162.01 |
138.70 |
| Fees and Commission Expense |
|
0.28 |
|
0.28 |
| Cost of Material Consumed |
|
|
6,515.36 |
4,975.43 |
| Purchase of Stock in trade |
|
|
1,662.10 |
388.70 |
| Purchase of Shares |
|
|
|
|
| Changes in inventories to finished goods, stock in trade and
Work-in-progress |
|
58.05 |
(78.78) |
93.79 |
| Employee benefits expenses |
30.38 |
28.42 |
446.44 |
416.55 |
| Depreciation, amortization and impairment |
|
0.01 |
126.91 |
123.93 |
| Other expenses |
15.53 |
15.01 |
546.81 |
499.94 |
| Total expenses |
52.80 |
111.84 |
9,380.85 |
6,637.31 |
| Profit /(Loss) before Tax |
10.65 |
(4.83) |
801.03 |
510.42 |
| Less: Tax Expenses |
|
|
|
|
| Current Tax |
1.93 |
|
66.91 |
55.65 |
| Deferred Tax |
(1.62) |
(1.20) |
0.76 |
(7.13) |
| Income Tax Earlier Years |
|
|
|
|
| Excess or short provision of earlier years |
|
|
(5.75) |
(0.81) |
| Profit after tax for the Period |
10.34 |
(3.63) |
739.10 |
462.72 |
| Total other Comprehensive income |
|
|
49.71 |
68.60 |
| Total Comprehensive income / (loss) for the Period |
10.34 |
(3.63) |
788.81 |
531.32 |
02. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
Operational Highlights:
The Company is engaged in the business of Loan and investment. Its
Subsidiary namely Maximus International Limited ('MIL') is engaged in the business of
importing and exporting lubricant oils and different types of base oils. The Company acts
as a Merchant Exporter and Sourcing Company with a niche focus on lubricants & base
oils.
MIL has two Wholly Owned Subsidiaries - Maximus Global FZE ('MGF') and
MX Africa Limited ('MXAL').
MGF is located at United Arab Emirates (UAE) and registered with
Hamriyah Free Zone Authority, Sharjah. MGF is engaged in Marketing and Export of
specialty, industrial and automotive lubricants.
MXAL is located at Nairobi, Kenya. MXAL is a Marketing and Distribution
entity for specialty, industrial and automotive lubricants, specialty chemicals and other
value-added products.
Maximus Lubricants LLC ('MLL') is a Subsidiary of MGF and Step down
Subsidiary of MIL. MLL has a state-of-the-art manufacturing unit for specialty, industrial
and automotive lubricants, specialty chemicals and other value-added products in Ras Al
Khaimah, UAE. MLL has a highly trained professional team and a robust distribution
network.
Quantum Lubricants (E.A.) Limited ('QLL') is a Wholly Owned Subsidiary
of MXAL and Wholly owned Step down Subsidiary of MIL. QLL has a manufacturing facility for
specialty, industrial and automotive lubricants, specialty chemicals and other value-added
products.
Standalone Financial Performance:
Total revenue from operations on a standalone basis for the current
year is Rs 63.38 Lakhs as against Rs 106.36 Lakhs in the previous year.
Net profit for the current year is Rs 10.34 Lakhs as against loss of Rs
3.63 Lakhs in the previous year.
Earnings per share stood at Rs 0.17 on face value of Rs 10 each.
Consolidated Financial Performance:
Total revenue from operations on a consolidated basis for the current
year is Rs 10,028.72 Lakhs as against Rs 7002.92 Lakhs in the previous year.
Net Profit for the current year is Rs 739.10 Lakhs as against Rs 462.72
Lakhs in the previous year.
Earnings per share stood at Rs 7.53 on face value of Rs 10 each.
03. INDIAN ACCOUNTING STANDARDS
The Financial Statements for the year ended on 31st March,
2023 have been prepared in accordance with the Companies (Indian Accounting Standard)
Rules, 2015, prescribed under Section 1 33 of the Companies Act, 201 3 ('the Act') and
other recognized accounting practices and policies to the extent applicable.
04. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of your Company and its
subsidiaries are prepared in accordance with Section 133 and other applicable provisions
of the Act as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 ('SEBI Listing Regulations') together with Auditors' Report thereon form part of this
Annual Report.
05. DIVIDEND
Your Directors have been planning to conserve the profits and continued
investment in the business of the company, reason being no dividend is recommended for the
Financial Year 2022-23.
06. TRANSFER TO RESERVES
The Company during the year under review, in accordance with Section
45-IC (1) of the Reserve Bank of India Act, 1934 has transferred Rs 2.07 Lakhs to Reserve
of the company .
07. SUBSIDIARY COMPANIES / JOINT VENTURE / ASSOCIATES
As on 31st March, 2023, your Company has following
Subsidiary / Step down Subsidiaries:
1. Maximus International Limited - Subsidiary Company
2. Maximus Global FZE - Step down Subsidiary - in Sharjah
- UAE
(Wholly owned Subsidiary of Maximus International Limited)
3. MX Africa Limited - Step down Subsidiary - in Nairobi
- Kenya
(Wholly owned Subsidiary of Maximus International Limited)
4. Maximus Lubricants LLC - Step down Subsidiary - in RAK-UAE
(Subsidiary of Maximus Global FZE)
5. Quantum Lubricants (E.A.) Limited - Wholly Owned Step down
Subsidiary - in Nairobi - Kenya
(Wholly Owned Subsidiary of MX Africa Limited)
During the Financial Year, your Board of Directors reviewed the affairs
of the Subsidiaries / Step down Subsidiaries. Pursuant to the provisions of Section 129(3)
of the Act, a statement containing salient features of financial performance of
Subsidiaries/Step down Subsidiaries in Form AOC-1 is furnished in ANNEXURE: 1 and
attached to this report. Pursuant to the provisions of Section 136 of the Act, the
financial statements of the Company, consolidated financial statements along with relevant
documents and separate audited financial statements in respect of each subsidiaries / Step
down Subsidiary are available on the website of the Company www.optimusfinance.in
The Company does not have any joint venture or associate companies
during the year or at any time after the closure of the year and till the date of the
report.
The policy for determining material subsidiaries of the Company, as
approved by the Board, has been provided on the Company's website at www.optimusfinance.in
08. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant and material orders were passed by the regulators or
courts or tribunals, which impact the going concern status and Company's operations in
future.
09. REPORT ON CORPORATE GOVERNANCE
Pursuant to Regulation 34 read with Para C of Schedule V of the SEBI
Listing Regulations, the Corporate Governance Report of the Company for the year under
review and the Practicing Company Secretaries' Certificate regarding compliance of
conditions of Corporate Governance is annexed to this report as ANNEXURE: 2.
In compliance with the requirements of Regulation 1 7 of the SEBI
Listing Regulations, a certificate from the Whole time Director and Chief Financial
Officer of the Company, who are responsible for the finance function, was placed before
the Board.
All the Board Members and Senior Management Personnel of the Company
had affirmed compliance with the Code of Conduct for Board and Senior Management
Personnel. A declaration to this effect duly signed by the Whole time Director is annexed
as a part of the Corporate Governance Report.
10. BUSINESS RESPONSIBILITY REPORT
The Board of Directors of the Company hereby confirms that according to
the provisions of Regulation 34(2)(f) of the SEBI Listing Regulations, the Business
Responsibility Report is not mandatorily applicable to the Company for the year under
review ended on 31st March, 2023, hence not annexed with Annual Report.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, the Board of Directors of the Company
upon recommendation of Nomination and Remuneration Committee, appointed Ms. Divya Zalani
(DIN: 09429881) as an Independent Director of the Company for a term of 5 (five)
consecutive years with effect from 31st December, 2021 to 30th
December, 2026 (both days inclusive), not subject to retirement by rotation. Further, her
appointment as an Independent Director was approved by the shareholders at 31st
Annual General Meeting of the Company.
During the year under review, the Board of Directors of the Company
upon recommendation of Nomination and Remuneration Committee, appointed Mr. Rahil Thaker
(DIN: 07907715) as an Independent Director of the Company for a term of 5 (five)
consecutive years with effect from 31st December, 2021 to 30th
December, 2026 (both days inclusive), not subject to retirement by rotation. Further, his
appointment as an Independent Director was approved by the shareholders at 31st
Annual General Meeting of the Company.
Further in opinion of the Board, Ms. Divya Zalani (DIN: 09429881) and
Mr. Rahil Thaker (DIN: 07907715) who were appointed as Independent Directors during the
Financial Year 2022-23 are person of integrity and have the relevant expertise, experience
and proficiency as required under sub-section (1) of Section 150 of the Act.
In accordance with the provisions of the Act and the Articles of
Association of the Company, Mr. Deepak Raval (DIN: 01292764), Whole time Director of the
Company, retires by rotation at the ensuing Annual General Meeting and is eligible for
re-appointment. Members' approval is being sought at the ensuing Annual General Meeting
for his re-appointment. Based on the recommendation of Nomination and Remuneration
Committee and the Board of Directors at their respective meetings held on 12th
July, 2023, approved the re- appointment of Mr. Deepak Raval (DIN: 01292764) as a Whole
Time Director of the Company for the period of 3 (three) consecutive years w.e.f. 10th
August, 2023 to 9th August, 2026, subject to the members approval at ensuing
Annual General Meeting.
Pursuant to the provisions of Sections 149 and 152 of the Act read with
the Companies (Appointment and Qualification of Directors) Rules, 2014, along with
Schedule IV to the Act and the SEBI Listing Regulations, Mr. Vinay Pandya (DIN: 08368828)
Independent Director, was appointed at the 28th AGM of the members held on 30th
September, 2019, to hold office for a term of 5 (five) consecutive years with effect from
20th February, 2019 to 19th February, 2024 not liable to retire by
rotation, on the Board of your Company. Thus, the current term of Mr. Vinay Pandya as an
Independent Director of the Company ends on 19th February, 2024.
Considering his skills, background, experience, integrity, knowledge,
expertise, and contributions made over last four years as an Independent Director of the
Company and based on his performance evaluation, the Board believes that his continued
association as an Independent Director would be of immense benefit to the Company.
Accordingly, the Board of Directors of the Company based on the recommendation of the
Nomination and Remuneration Committee, re- appointed Mr. Vinay Pandya as an Independent
Director of the Company for the second consecutive term of 5 (five) years,
i.e., from 20th February, 2024 to 19th February,
2029 (both days inclusive) subject to the approval of members through Special Resolution
at the ensuing AGM.
Mr. Deepak Raval, demitted his office as the Company Secretary and
Compliance Officer with effect from the close of business hours of 25th May,
2023. The Board placed on record its appreciation for the valuable contribution and
service rendered by Mr. Deepak Raval during his association with the Company.
Ms. Divya Prajapati was appointed as Company Secretary and Compliance
Officer of the Company with effect from 26th May, 2023. The Board of Directors,
on the recommendation of the NRC at its meeting held on 25th May, 2023
respectively, has approved the appointment of Ms. Divya Prajapati as Company Secretary and
Compliance Officer of the company. In the opinion of the Board, she possesses the
requisite qualification, expertise and experience.
Key Managerial Personnel:
In terms of Section 203 of the Act, the following are the Key
Managerial Personnel of the Company as on 31st March, 2023:
• Mr. Deepak Raval - Whole time Director & CS
• Mr. Milind Joshi - Chief Financial Officer
During the Financial Year 2022-23, there were no changes to the Key
Managerial Personnel of the Company.
12. MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES
The Board met 7 (seven) times during the Financial Year 2022- 23, the
details of which are given in the Corporate Governance Report forming part of the Annual
Report. The maximum interval between any two meetings did not exceed 120 days, as
prescribed in the Act and the SEBI Listing Regulations. Information on the Audit
Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee
and meetings of those Committees held during the year is given in the Corporate Governance
Report.
13. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from all the
Independent Directors of the Company in accordance with Section 149 (7) of the Companies
Act 2013, that they meet the criteria of independence as laid out in Section 149(6) of the
said Act and Regulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations"). There has been no
change in the circumstances affecting their status as an Independent Director during the
year.
The Independent Directors have also confirmed that they have complied
with Schedule IV of the Companies Act, 2013 and the Company's Code of Conduct.
The Board of Directors is of the opinion that all the Independent
Directors possess requisite qualifications, experience and expertise in industry knowledge
and corporate governance and they hold highest standards of integrity. None of the
Independent Directors held any equity shares of your Company during the Financial Year
ended 31st March, 2023.
None of the Directors had any relationships inter se.
All the Independent Directors of your Company have confirmed their
registration/renewal of registration, on Independent Directors' Databank.
14. BOARD EVALUATION
Pursuant to the applicable provisions of the Act and the SEBI
Listing Regulations, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well as the evaluation of
the working of its Audit Committee, Nomination and Remuneration Committee and Stakeholders
Relationship Committee. The manner in which the evaluation has been carried out has been
explained in the Corporate Governance Report.
15. DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of Internal Financial Controls and compliance
systems established and maintained by the Company, the work performed by the Internal
Auditors, Statutory Auditors and Secretarial Auditors, including the Audit of Internal
Financial Controls over financial reporting by the Statutory Auditors and the reviews
performed by Management and the relevant Board Committees, including the Audit Committee,
the Board is of the opinion that the Company's internal financial controls were adequate
and effective during Financial Year 2022-23.
Accordingly, pursuant to Sections 134(5) of the Act, the Board of
Directors, to the best of its knowledge and ability, confirm that:
I. in the preparation of the Annual Financial Statements for the
financial year ended 31st March, 2023, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any.
ii. they have selected such accounting policies and applied them
consistently and judgments and estimates have been made that are reasonable and prudent so
as to give a true and fair view of the state of affairs of the Company as at 31st
March, 2023 and of the profit of the Company for the period ended on that date.
iii. proper and sufficient care has been taken 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 other irregularities.
iv. the annual accounts have been prepared on a going concern basis.
v. proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively.
vi. systems to ensure compliance with the provisions of all applicable
laws were devised and in place and were adequate and operating effectively.
16. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Nomination and Remuneration Committee (NRC) has been mandated to
oversee and develop competency requirements for the Board based on the industry
requirements and business strategy of the Company. The NRC reviews and evaluates the
profiles of potential candidates for appointment of Directors and meets them prior to
making recommendations for their nomination to the Board. Specific requirements for the
position, including expert knowledge expected, are communicated to the appointee.
It is affirmed that the remuneration paid to Directors, Key Managerial
Personnel and all other employees is in accordance with the Remuneration Policy of the
Company. The Company's policy on Directors' appointment and remuneration and other matters
provided in Section 178(3) of the Act is available on the website of the Company at
www.optimusfinance.in.
17. RISK MANAGEMENT
The Company has a mechanism in place to identify, assess, monitor, and
mitigate various risks to key business objectives. Major risks identified by the
businesses and functions are systematically addressed through mitigating actions on a
continuing basis.
18. ANNUAL RETURN
In compliance with Section 92(3) and 134(3)(a) of the Act, Annual
Return in Form MGT-7 is available on Company's website and can be accessed at
www.optimusfinance.in.
19. RELATED PARTY TRANSACTIONS
During the year under review, no transaction with related parties was
in conflict with the interests of the Company. All Related Party Transactions are placed
on a quarterly basis before the Audit Committee and before the Board for the noting and
approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the
transactions which are of a foreseeable and repetitive nature.
The policy on Related Party Transactions as approved by the Board can
be accessed on the Company's website at www.optimusfinance.in.
The particulars of contracts or arrangements with related parties
referred to in sub-section (1) of Section 188 of the Act in Form AOC-2 is annexed
herewith as ANNEXURE: 3 to this report.
20. REPORTING OF FRAUDS
During the year under review, neither the statutory auditors nor the
secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the
Companies Act, 2013, any instances of fraud committed against the Company by its officers
or employees, the details of which would need to be mentioned in the Board's report, which
forms part of this Annual Report.
21. MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the
financial position of your Company between the end of the financial year to which the
financial statement relates and date of this Report, which could have an impact on your
Company's operation in the future or its status as a "Going Concern".
22. CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of your Company.
23. DEPOSITS
During the year, your Company has not accepted any deposits within the
meaning of Sections 73 and 74 of the Act read together with the Companies (Acceptance of
Deposits) Rules, 2014.
24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of loans, guarantees and investments covered under the
provisions of Section 186 of the Companies Act, 2013 are as set out in the notes to the
accompanying financial statements provided in this Integrated Annual Report.
25. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
INSOLVENCY AND BANKRUPTCY CODE, 2016
During the year under Review, neither any application was made, nor any
proceedings were pending under Insolvency and Bankruptcy Code, 2016.
26. THE 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
There was no one-time settlement entered into with any Bank or
financial institutions in respect of any loan taken by the Company.
27. AUDITORS
27.1 STATUTORY AUDITORS
The present Statutory Auditors, M/s. Shah Mehta and Bakshi, Chartered
Accountants (Firm Registration. No. 103824W) were appointed at the 30th Annual
General Meeting (AGM) of the Company held on 30th September, 2021 for a term of
5 (five) consecutive years from the conclusion of the 30th AGM till the
conclusion of the 35th AGM of the Company to be held in relation to the
financial year ending on 31st March, 2026. The Auditors have confirmed that
they are not disqualified from continuing as Auditors of the Company.
STATUTORY AUDITORS' REPORT
The observations made by the Statutory Auditors in their report read
with the relevant notes as given in the notes to the financial statement for the Financial
Year ended on 31st March, 2023 are self- explanatory and are devoid of any
reservation, qualification or adverse remarks.
27.2 SECRETARIAL AUDITOR
In terms of provisions of Section 204 of the Act, read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of SEBI Listing Regulations, the Board, at its Meeting held on 30th
May, 2022 had appointed Mr. Hemang M. Mehta, Proprietor of M/s. H. M. Mehta &
Associates, Practicing Company Secretaries (COP No. 2554), to conduct Secretarial Audit
for the Financial Year 2022-23.
SECRETARIAL AUDIT REPORT
The report of the Secretarial Auditor, in the prescribed Form MR-3 is
annexed herewith as ANNEXURE: 4. The Secretarial Auditors' Report for Financial
Year 2022-23 does not contain any qualification, reservation or adverse remark.
ANNUAL SECRETARIAL COMPLIANCE REPORT
The Company has undertaken an audit for the Financial Year 2022-23 for
all the applicable compliances as per SEBI Regulations and Circulars/Guidelines issued
thereunder and the same was obtained from Mr. Hemang M. Mehta, Proprietor of M/s. H. M.
Mehta & Associates, Practicing Company Secretaries, Vadodara, Gujarat.
The Annual Secretarial Compliance Report for financial year 2022-23 was
submitted to the Stock Exchange as per the timelines prescribed under Listing Regulations.
27.3 INTERNAL AUDITOR
M/s. DVG & Associates, Chartered Accountants, Vadodara (Firm
Registration No: 130882W) has been appointed as Internal Auditors for Financial Year
2022-23 under Section 138 of the Act read with the Rule 13 of the Companies (Accounts)
Rules, 2014.
28. COST AUDIT
Your Company is not required to maintain cost accounting records as
specified under Section 148(1) of the Act read with the Companies (Cost Records and Audit)
Rules, 2014.
29. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism and adopted a vigil
mechanism policy for its directors and employees in order to ensure that the activities of
the Company and its employees are conducted in a fair and transparent manner by adoption
of highest standards of professionalism, honesty, integrity and ethical behavior. This
policy is posted on the website of Company at www.optimusfinance.in.
30. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has a formal system of internal control testing which
examines both the design effectiveness and operational effectiveness to ensure reliability
of financial and operational information and all statutory / regulatory compliances. The
Company has a strong monitoring and reporting process resulting in financial discipline
and accountability.
31. CHANGES IN SHARE CAPITAL
As on 31st March, 2023, the authorised share capital of the
Company was Rs 7,50,00,000 /- comprising of 75,00,000 Equity Shares of Rs 10/- each.
During the year, your Company allotted 19,00,000 convertible equity
warrants on preferential basis to strategic investors not forming part of the Promoter or
Promoter Group entity of Rs 10/- each at an issue price of Rs 43/- per share including a
premium of Rs 33/- per share, as a result of which, the paid-up share capital of the
Company as on 31st March, 2023 stood increased to Rs 7,47,23,000 dividend into
74,72,300 equity shares of face value of Rs 10/- each.
Utilization of funds raised through issue of Equity Shares:
The sum of Rs 8,17,00,000/- raised during the year 2022-23 through
issue of convertible equity warrants on preferential basis has been fully utilized for the
purpose for which it was raised and there has been no deviation or variation in
utilization of this sum.
During the year under review, the Company has not issued any:
(a) shares with differential rights as to dividend, voting or
otherwise.
(b) sweat equity shares.
32. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Provisions of Section 1 35 of the Act relating to the Corporate Social
Responsibility initiatives are not applicable to the Company.
33. TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTORS EDUCTION AND
PROTECTION FUND (IEPF)
Since no dividend has been declared by the Company, there was no
unpaid/unclaimed dividend and accordingly no amount transferred to the Investor Education
and Protection Fund, and the provisions of Section 125 of the Act do not apply.
34. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required pursuant to Section 197(12) read with Rule 5
(1 ) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are provided in the ANNEXURE: 5 of the Annual Report.
The Company has not appointed any employee(s) in receipt of
remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment
& Remuneration of Managerial Personnel) Rules, 2014.
35. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and
has adopted Policy on Prevention of Sexual Harassment at Workplace in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules made thereunder. The Policy aims to provide protection
to employees at 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.
Following are the details of the complaints received by your Company
during Financial Year 2022-23:
| Sr. No. Particulars |
Number |
| 1 No. of complaints received |
NIL |
| 2 No. of complaints disposed of |
NA |
| 3 No. of cases pending for more than 90 days |
NIL |
A copy of the said policy is available on the website of the Company at
www.optimusfinance.in.
36. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Since the Company is not a manufacturing Company, the information
pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and
outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3)
of the Companies (Accounts) Rules, 2014 is not applicable to the Company.
The Company has neither earned nor used any foreign exchange during the
year under review.
37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as
stipulated under Regulation 34(2)(e) of the SEBI Listing Regulations is presented in ANNEXURE:
6 and the same is for the part of this report.
38. COMPLIANCE WITH SECRETARIAL STANDARDS
Your company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and approved by the Central Government under Section 118(10) of the
Act from time to time and that such systems are found to be adequate and operating
effectively.
39. LISTING OF EQUITY SHARES
The equity shares of the Company are listed on the BSE Limited (BSE).
40. GREEN INITIATIVES
In commitment to keep in line with the Green Initiatives and going
beyond it, electronic copy of the Notice of 32nd Annual General Meeting of the
Company including the Annual Report for Financial Year 2022-23 are being sent to all
Members whose e-mail addresses are registered with the Company/ Depository Participant(s).
41. ACKNOWLEDGEMENT
Your Directors express their gratitude to all other external agencies
for the assistance, co-operation and guidance received. Your Directors place on record
their deep sense of appreciation for the dedicated services rendered by the workforce of
the Company.
|
For and on behalf of the Board |
|
For Optimus Finance Limited |
|
SD/- |
|
Deepak Raval |
| Date: 14.08.2023 |
Chairman & Whole time Director |
| Place: Vadodara |
DIN: 01292764 |
|