To,
The Shareholders,
Yamini Investments Company Limited
The Directors have pleasure in presenting their 41st Annual Report of the Company together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2024.
FINANCIAL RESULTS
The summary of the financial performance of the Company for the year ended 31st March, 2024 as compared to the previous year is as below:
The Company has earned profit after tax of Rs. 25,16,830 (Rs. Twenty-five Lakhs sixteen thousand eight hundred and thirty) during the current financial year as against Rs 21,06,120/- (Rs. Twenty-one Lakh Six Thousand one hundred and twenty Only) earned during the previous financial year. Profit before tax is 34,01,120/- (Rs. Thirty-Four Lakhs One Thousand one hundred and twenty only) as compared to 28,46,100/- (Rs. Twenty-Eight Lakhs Forty-six thousand one Hundred only) in previous year.
RESERVES & SURPLUS
During the year under review, the Board has decided not to transfer any amount to the Reserves.
DIVIDEND
To maintain the liquidity of funds, the Board of Directors has decided not to declare any dividend for this financial year 2023-24. The Board assures you to present a much strong financial statements in coming years.
TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND '
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
DEPOSITS
During the year under review, the company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read together with the companies (Acceptance of Deposits) Rules, 2014.
CHANGE IN NATURE OF BUSINESS
During the year, there has been no change in nature of business of the Company.
CHANGES IN SHARE CAPITAL
The paid-up equity share capital as on 31st March,2024 was Rs.52,57,26,400/- (Rupees Fifty-Two Crore Fifty seven Lakhs Twenty Six Thousand and four hundred). During the year, there is no change in the share capital of the company as no new shares were issued and there is no capital reduction or restructuring done by the Company.
MANAGEMENT DISCUSSION & ANALYSIS
Management's Discussion and Analysis Report for the year under review, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as “Annexure II”.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:
(a) Conservation of Energy:
Since the company is not engaged in any industrial, manufacturing activity, issues relating to conservation of energy are not quite relevant to its functioning and has no particulars to report regarding conservation of energy and technology absorption.
(b) Technology Absorption:
Since the company is not engaged in any manufacturing activity, issues relating to Technology Absorption are not quite relevant to its functioning.
(c) Foreign Exchange Earnings/Outgo:
Earnings NIL
Outgo NIL
PARTICULARS OF LOAN, GUARANTEE AND INVESTMENTS UNDER SECTION 186
During the period under review, the loans, advance and guarantees were provided by the Company under the provisions of Section 186 of Companies Act, 2013 which are given in the notes to the financial statements.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of the Company which has occurred between the ends of the financial year of the Company till the date of this report.
RISK MANAGEMENT POLICY
The Board of Directors of the Company are of the view that currently no significant risk factors are present which may threaten the existence of the company.
During the year, your directors have an adequate risk management policy in place capable of addressing those risks. The company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Audit Committee and Board of Directors review these procedures periodically. The company's management systems, organizational structures, processes, standards, code of conduct and behavior together form a complete and effective Risk Management System (RMS).
DIRECTORS
The Board of Directors of the Company during the Financial Year are as follows:
The Companies Act, 2013, provides for the appointment of independent directors. Sub-section (10) of Section149 of the Companies Act, 2013 provides that independent directors shall hold office for a term of five consecutive years on the board of a company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the Company.
Further, according to Sub-section (11) of Section 149, no independent director shall be eligible for appointment for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in Sub-sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors.
DISCLOSURES BY DIRECTORS
The Board of Directors has submitted notice of interest in Form MBP 1 under Section 184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the Company.
BOARD EVALUATION
Regulation 17 of SEBI (LODR) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.
The Nomination Remuneration Committee also carried out evaluation of every director's performance. The evaluation was done after taking into consideration inputs received from the Directors, setting out parameters of evaluation. Evaluation parameters of the Board and Committees were mainly based on Disclosure of Information, Key functions of the Board and Committees, Responsibilities of the Board and Committees, etc. Evaluation parameters of Individual Directors including the Chairman of the Board and Independent Directors were based on Knowledge to Perform the Role, Time and Level of Participation, Performance of Duties and Level of Oversight and Professional Conduct etc.
Independent Directors in their separate meeting evaluated the performance of Non-Independent Directors, Chairman of the Board and the Board as a whole.
NUMBER OF MEETINGS OF THE BOARD
The Board met 7 times during the financial year, the details of which are given in the corporate governance report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.
The dates of Board Meetings are as follows:
30.05.2023, 31.07.2023, 14.08.2023, 05.09.2023, 14.11.2023 12.02.2024 & 29.03.2024.
MEETING OF INDEPENDENT DIRECTORS
Pursuant to the provision of Section 149 (8) of the Companies Act, 2013 read with Schedule IV and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Independent Directors of the Company held their meeting on 16.03.2024 without the attendance of non-independent directors and members of management. In the meeting the following issues were taken up:
(i) To review the performance of non- independent directors and the Board as a whole
(ii) To review of the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;
(iii) To assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
CHANGE IN DIRECTORS AND KMP
Ms. Rubi Nandi was appointed as an Additional Director of the Company w.e.f. 5th September, 2023. However, her appointment was confirmed in the Annual General Meeting held on 29th September, 2023.
Ms. Taniya Rao has resigned from the position of Executive Director w.e.f. 05.09.2023.
Mr. Satanand Pandey and Mr. Girish Verma was re-appointed as Independent Director of the Company for the second tenure of 5(five) years w.e.f. 05.09.2023.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The policies of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act is available on the website on this link: https://yaminiinvestments.co.in/policies.html .
The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Subsection (3) of Section 178 of the Companies Act, 2013, adopted by the Board, are stated in this Board report. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
The Company has no Subsidiaries, joint ventures or associate companies.
COMMITTEES OF THE BOARD
Currently, the Board has three committees:1. Audit Committee 2. Nomination and Remuneration Committee
3. Stake Holders Relationship Committee. A detailed note on the Board and its committees is provided under the corporate governance report in this Annual Report.
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:
1. In preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed.
2. The directors 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 of the Company for that period.
3. The directors have taken proper and sufficient care towards 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.
4. The directors have prepared the annual accounts on a going concern basis.
5. The directors have laid down internal financial controls, which are adequate and are operating effectively.
6. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
AUDITORS
(i) STATUTORY AUDITORS
M/s. SSRV & Associates, Chartered Accountants, (FRN 135901W) were appointed as the Statutory Auditors of the company at the 38th AGM of the Company to hold office till the conclusion of the 43rd AGM of the Company to be held in the year 2026 as required under Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.
AUDITOR'S REPORT
The Auditors have not made any qualification in their Audit Report related to the financial statement. Their reports on relevant notes on accounts are self-explanatory and do not call for any comments under section 134 of the Companies Act, 2013.
(ii) SECRETARIAL AUDITOR
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 Mr. Akhil Agarwal, Practicing Company Secretary to conduct the Secretarial Audit of the Company for the financial year 2023-24.
The Secretarial Audit report for FY 2023-24 forms part of the Annual Report and part of the Board's report as Annexure-1.
(iii) COST AUDITORS
Cost Audit is not applicable to the Company as per provisions of Section 148 of the Companies Act, 2013.
(iv) INTERNAL AUDITOR
The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has appointed M/s. Shikha Singhal & Associates., Chartered Accountants, Kolkata as the Internal Auditors of your Company for the financial year 2023-24.
FRAUD REPORTING
During the financial year under review, the Statutory Auditor have not reported any instances of frauds
Committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Companies Act, 2013.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
No contracts / arrangements / transactions entered by the Company during the financial year with related parties. Thus, Disclosure in form AOC-2 is not required. Further, during the year, 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. All related party transactions are placed before the Audit Committee and Board for approval. The details of the related party transactions are set out in Note to the financial statements forming part of this Annual Report.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
The Company has a policy of zero tolerance for sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.
The following is the summary of sexual harassment complaints received and disposed during the calendar year
CORPORATE SOCIAL RESPONSIBILITY
The Company does not fall under the criteria laid under the provisions of Section 135 of the Act and rules framed there under. Therefore, the provisions of Corporate Social Responsibility are not applicable to the Company.
INTERNAL CONTROL SYSYEM AND THEIR ADEQUACY
The Company has in place adequate internal financial controls system with reference to financial statements.
The scope of work includes review of process for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. During the year, such controls were tested and no reportable weakness in the design or operation was observed.
LISTING WITH STOCK EXCHANGES
Yamini Investments Company Limited is listed on the BSE Limited. It has paid the Annual Listing Fees for the year 2024-25 to BSE Limited.
ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act and Rule 12 of the
Companies (Management and Administration) Rules 2014, the Annual Return will be uploaded on the website of the Company for the FY 2023-24.
COST AUDIT AND MAINTENANCE OF COST RECORDS
As on March 31,2024, the provisions related to maintenance of Cost records as specified by the Central Government under Section 148 (1) of Companies Act, 2013 are not applicable to the Company. Accordingly, such Cost accounts and the Cost records are not required to maintained by the Company.
INDUSTRIAL RELATIONS
The Company's relations with all its employees remained cordial and satisfactory during the year under review. VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177(9) of the Act, read with the Rules made thereunder, the Company has adopted a Whistle-Blower Policy for Directors and Employees to report genuine concerns and to provide adequate safeguards against victimization of persons who may use such mechanism. Employees are encouraged to report actual or suspected violations of applicable laws and regulations and the Code of Conduct to the Chairman of Audit Committee to enable taking prompt corrective action, wherever necessary.
CORPORATE GOVERNANCE
Pursuant to SEBI (LODR) Regulations, 2015, the report on Corporate Governance during the period under review with the Certificate issued by Akhil Agarwal., Practicing Company Secretaries, on compliance in this regards forms part of this Annual Report.
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 of Directors and the designated employees have confirmed compliance with the Code.
COMPLIANCE WITH SECRETARIAL STANDARDS
In terms of Section 118(10) of the Act, the Company is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government with respect to Meetings of the Board of Directors and General Meetings.
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION
During the period under review, No employee of the Company drew remuneration in excess of the limits specified under the 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 and hence no disclosure is required to be made in the Annual Report.
CAUTIONARY STATEMENT
The statements in this Report, particularly those which relate to Management Discussion and Analysis as explained in a separate Section in this Report, describing the Company's objectives, projections, estimates and expectations may constitute 'forward looking statements' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.
ACKNOWLEDGEMENTS
Your directors would like to acknowledge and place on record their sincere appreciation to all stakeholders - Clients, Financial Institutions, Banks, Central and State Governments, the Company's valued investors and all other business partners for their continued co-operation and excellent support received during the year.
Your directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its growth.