TO, THE MEMBERS
M/S. ONTIC FINSERVE LIMITED
Your directors have pleasure in presenting the Board’s Report of your Company together with the Audited Statement of Accounts and the Auditors’ Report of your company for the financial year ended, 31st March, 2023.
FINANCIALHIGHLIGHTS
(Rs.In Lacs)
DIVIDEND
However, with the view to conserve the resources of company, the directors are not recommending any dividend.
AMOUNTSTRANSFERRED TO RESERVES
The Board of the company has decided to carry current year profit to its reserves.
INFORMATIONABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY
Company does not have any Subsidiary, Joint venture or Associate Company.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.
CHANGES IN SHARE CAPITAL, IF ANY
The company has subdivided the equity shares having face value of Rs. 10/- divided into face value of Rs. 1/- each vide approval of shareholders in Annual General Meeting held on 11th July 2022. The face value of equity shares is of Rs. 1/- per share.
MATERIAL CHANGES AND COMMITMENTS
The company has changed its registered office from UL-7, Agrawal Chambers, Town Hall, Ellisbridge, Ahmedabad 380006 to UL/8, Ankur Complex, B/h Town Hall, Opp. X-Ray House, Ellisbridge, AHMEDABAD 380006 Gujarat.
No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which these financial statements relate on the date of this report.
ANNUAL RETURN
The copy of an Annual Return as per section 92(3) of the Companies Act, 2013 is available on the website of the company. And the link of the website is onticfinserve.in
MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2022-2023, the Company held 6 (SIX) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 were adhered to while considering the time gap between two meetings.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-
(a) In the preparation of the annual accounts, the applicable accounting standards had 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.
(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
AUDITORS and REPORT thereon
M/s Gaurang Vora & Associates, Chartered Accountants are appointed as the statutory auditors of the company.
There are no qualifications or adverse remarks in the Auditors’ Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.
Further the Auditors’ Report for the financial year ended, 31st March, 2023 is annexed herewith for your kind perusal and information.
LOANS, GUARANTEES AND INVESTMENTS
There were no loans guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year.
RELATED PARTY TRANSACTIONS
The Company has entered into various Related Parties Transactions as defined under Section 188 of the Companies Act, 2013 with related parties as defined under Section 2 (76) of the said Act.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
(A) Conservation of energy and Technology absorption
The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.
(B) Foreign exchange earnings and Outgo
There were no foreign exchange earnings and outgo during the year under review.
RISK MANAGEMENT
The Company does not have any Risk Management Policy as the element of risk threatening the Company’s existence is very minimal.
DIRECTORS and KMP
There was no change in the composition of board of directors and KMP during the year 2022-2023.
DEPOSITS
The company has not accepted any deposits during the year.
CORPORATE SOCIAL RESPONSIBILITY
The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.
RATIO OF REMUNERATION TO EACH DIRECTOR
The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors, However the Company has not paid any remuneration to the Directors.
ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act, 2013, 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, Nomination & Remuneration and Compliance Committees.
A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.
CORPORATE GOVERNANCE
The company does not fall into the criteria for corporate governance. Hence the report on Corporate Governance is not applicable to company.
INDEPENDENT DIRECTORS and DECLARATION
The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.
NOMINATION AND REMUNERATION COMMITTEE
As per the section 178(1) of the Companies Act, 2013 the Company’s Nomination and Remuneration Committee comprises of three Non-executive Directors. The table sets out the composition of the Committee:
Terms of Reference
The Terms of Reference of the Nomination and Remuneration Committee are as under:
1. To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Director’s performance.
2. To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.
3. The Nomination and Remuneration Committee shall, while formulating the policy ensure that:
a. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully; b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and c. remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:
4. Regularly review the Human Resource function of the Company
5. Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the Board from time to time.
6. Make reports to the Board as appropriate.
7. Review and reassess the adequacy of this charter periodically and recommend any proposed changes to the Board for approval from time to time.
8. Any other work and policy, related and incidental to the objectives of the committee as per provisions of the Act and rules made there under.
REMUNERATION POLICY
Remuneration to Executive Directors:
The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company. However, no remuneration is paid to Executive Directors
Remuneration to Non-executive Directors:
The Non-Executive Directors are not paid remuneration by way of Sitting Fees and Commission. The Non-Executive Directors are not paid sitting fees for each meeting of the Board and Committee of Directors attended by them.
AUDIT COMMITTEE
According to Section 177 of the Companies Act, 2013 the company‘s Audit Committee comprised of three directors. The board has accepted the recommendations of the Audit Committee. The table sets out the composition of the Committee:
SECRETARIAL AUDIT REPORT
There are qualifications or adverse remarks in the Secretarial Audit Report which require any clarification/ explanation.
1. The company is under process of appointment of Internal Auditor.
2. The company will publish the newspaper advertisement of Financial results as per Regulation 47 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
3. Company will ensure to take good care of compliance of Provision of Section 134 (1) of the Companies Act, 2013.
4. The website of the company is duly working and updated.
5. The company will do the Retirement of Directors as per section 152 of the Companies Act, 2013 and ensure to comply with the provision of Companies Act, 2013.
6. Company has not yet found any suitable person for the position of Managing Director and is in process for appointment. Once appointed, company will intimate the same.
Further the Secretarial Audit Report as provided by Mr. Manish Buchasia, Practicing Company Secretary for the financial year ended, 31st March, 2023.
COST AUDIT
Cost Audit is not applicable to the Company.
VIGIL MECHANISM
As per Section 177(9) and (10) of the Companies Act, 2013, and as per SEBI (LODR) Regulations, 2015, the company has established Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct access to the chairperson of the Audit Committee. Company has formulated the present policy for establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its stakeholders, Directors and employees, to freely communicate and address to the Company their genuine concerns in relation to any illegal or unethical practice being carried out in the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSEL) ACT, 2013:
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your company has established adequate internal financial control systems to ensure reliable financial reporting and compliance with laws and regulations.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The management discussion and analysis report as required has been attached and forms part of this report.
ACKNOWLEDGEMENT
Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.