Dear Shareholders,
Your Directors are pleased to present the Seventeenth Annual Report along with the audited financial statement of accounts of Yaari Digital Integrated Services Limited ("the Company") for the financial year ended March 31, 2024.
FINANCIAL HIGHLIGHTS
The highlights of the standalone financial results of the Company for the financial year ended March 31, 2024 are as under:
During the financial year ended on March 31, 2024, the Company has incurred a loss of Rs. 43.37 crores. There has been no change in the nature of Company?s business.
DIVIDEND
The Company has not declared any dividend during the financial year 2023-24.
TRASNFER TO RESERVE
During the financial year ended March 31, 2024, the Board has not proposed to transfer any amount to any reserve(s).
DIRECTORS & KEY MANAGERIAL PERSONNEL
During the period under review, there was no change in the composition of Board of Directors of the Company. Further, In compliance with the applicable regulations, the Board has recommended the re-appointment of Mr. Kubeir Khera (DIN: 03498226), Whole-timeDirector and Chief Executive Officer designated as Executive Director, who retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment, as director. Mr. Sachin M. Ghanghas was appointed as Company Secretary designatedasKMPandComplianceOfficerof the Company w.e.f. February 14, 2024 in place of Mr. Lalit Sharma who has resigned w.e.f. November 30, 2023.
All the Independent Directors have given declaration that they meet the criteria of independence laid down under Section 149 (6) of the Act, and in Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR Regulations?). Except Mr. Prem Prakash Mirdha (DIN: 01352748), none of the Independent Directors of the Company hold any of its equity share.
The brief resume of Mr. Kubeir Khera (DIN: 03498226) proposed to be reappointed, nature of his expertise in specific functional areas, terms of appointment, names of companies in which he hold directorships, memberships/ chairmanships of Board Committees, are provided in the Notice convening the 17th Annual General Meeting of the Company.
SHARE CAPITAL
During the financial year 2023-24, and upto the date of this report, the Company has not raised any share capital. The paid up equity share capital of the Company is Rs. 20,08,84,518/- comprising of 10,04,42,259 equity shares of face value of Rs. 2/- each.
PUBLIC DEPOSITS
During the year under review, the Company has not accepted any deposits from the public, falling within the ambit of Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
LISTING WITH STOCK EXCHANGES
The Equity Shares (ISIN: INE126M01010) of the Company, continue to remain listed at BSE Limited and National Stock Exchange of India Limited. The listing fees payable to both the exchanges for the financial year 2024-25 have been paid.
SCHEME OF ARRANGEMENT
In line with the long term business objectives of the Company to further accelerate the scaling up of the operations and to provide synergy of consolidated business operations and management and to streamline the operations of the Company and /or its identified subsidiaries to have a simplified and streamlined holding structure with pooled resources, the Board of Directors of the Company, has approved the Composite Scheme of Arrangement inter alia involving Amalgamation of Indiabulls Enterprises Limited (IEL) and Dhani Services Limited (DSL) along with certain subsidiary companies of DSL with and into the Company.
Under the proposed Scheme subsidiaries of the Company getting amalgamated with the Company are Indiabulls Life Limited, Indiabulls General Insurance Limited and YDI Consumer India Limited.
The Scheme is subject to all applicable statutory and regulatory approvals, including approval from the stock exchanges, SEBI, shareholders and creditors of the company and the jurisdictional bench of the NCLT. Post filing the Scheme with National Stock Exchange of India Limited (NSE) and BSE Limited (BSE), the Company has received the Observation Letters from BSE and NSE on March 1, 2024 and respectively. Hon?ble Competition Commission of India (CCI) has approved the Scheme on December 19, 2023 and detailed Order of CCI has also been received. First motion application has been filed with Hon?ble National Company Law Tribunal, Chandigarh on April 10, 2024. Upon the Scheme coming into effect, the fully paid-up equity shares of your Company will be issued to the shareholders of Dhani Services Limited and Indiabulls Enterprises Limited and India Land Hotels Mumbai Private Limited (ILHMPL) basis the swap ratio as mentioned in the
Scheme.
(i) To the shareholders of Dhani Services Limited (DSL)
"294 equity shares of Yaari INR 2/- each fully paid-up for every 100 equity shares of DSL of INR 2/- each fully paid-up" "162 equity shares of Yaari INR 2/- each fully paid-up for every 100 equity shares of DSL of INR 2/- each partly paid-up. The paid-up value of partly paid-up share is 55% i.e. INR 1.1. The exchange ratio has been computed in proportion to paid up value."
(ii) To the shareholders of Indiabulls Enterprises Limited (IEL)
"110 equity shares of Yaari of INR 2/- each fully paid-up for every 100 equity shares of IEL of INR 2/- each fully paid-up."
(iii) To the shareholders of India Land Hotels Mumbai Private Limited (ILHMPL)
Further upon demerger of the Real Estate Business Undertaking (as more elaborately definedunder the Scheme) of ILHMPL and vesting of the same with and into Indiabulls Pharmacare Limited (IPL), presently a wholly owned subsidiary of Indiabulls Enterprises Limited and upon the scheme coming into effect, IPL will become the wholly owned subsidiary of the Company, the shareholders of the ILHMPL will be allotted "322 Fully Paid-up equity shares of the Company of INR 2/- each for every 1 equity share of the Demerged Company, ILHMPL".
INFORMATION PURSUANT TO SECTION 134 AND SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH
THE RELEVANT RULES AND SEBI LODR REGULATIONS
The informationrequired to be disclosed pursuant to Section 134 and Section 197 of the Act read with the relevant rules (to the extent applicable) and SEBI LODR Regulations, not elsewherementionedinthisReport,aregivenin "Annexure A" forming part of this Report.
AUDITORS
(a) Statutory Auditors
In compliance with the applicable regulatory provisions, the existing M/s Agarwal Prakash & Co. (Firm Registration No.termof 005975N), Chartered Accountants, as the Statutory Auditors of the Company shall come to an end at the conclusion of the ensuing 17th Annual General Meeting of the Company and are not eligible for re-appointment as the Statutory Auditors of the Company. The Board places on record its appreciation for the services rendered by M/s Agarwal Prakash & Co. as the Statutory Auditors of the
Company.
In terms of applicable provisions, the Board, on the proposal of the Audit Committee, has recommended for the appointment of M/s Raj Girikshit & Associates, Chartered Accountants (Firm Registration No.: 022280N), as the Statutory Auditors of the Company for a term of 3 (three) years i.e. from the conclusion of ensuing 17th Annual General Meeting, until the conclusion of the 20th Annual General Meeting to be held in the calendar year 2027. Consent and certificate u/s 139 of the Companies Act, 2013 have been obtained from M/s Raj Girikshit & Associates, Chartered Accountants, to the effect that their appointment, if made, shall be in accordance with the applicable provisions of the Act and the Rules issued thereunder. As required under the SEBI LODR Regulations, M/s Raj Girikshit & Associates, Chartered Accountants, has confirmed that they hold a valid certificate issued by the Peer Review Board of ICAI. The Notes to the Accounts referred to in the Auditors? Report are self explanatory and therefore do not call for any further explanation. No frauds have been reported by the Auditors of the Company in terms of Section 143(12) of the Act.
(b) Secretarial Auditor & Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the rules made thereunder, the Company had appointed M/s Sukesh & Co., a firm of Company Secretaries in practice as its Secretarial Auditors, to conduct the secretarial audit of the Company for the Financial Year 2023-24. The Company has provided all assistance, facilities,documents, records and clarifications etc. to the Secretarial Auditors for conducting their audit. The Report of Secretarial Auditors for the financial year 2023-24, is annexed as Annexure 1(i) and forming part of this Report. The Secretarial Audit Report is self explanatory and therefore do not call for any further explanation.
The Secretarial Compliance Report as prescribed by SEBI is annexed as Annexure 1(ii) and forming part of this Report. The Secretarial Audit Report of material subsidiary companies, namely, Indiabulls Life Insurance Company Limited and Indiabulls General Insurance Limited, are annexed as Annexure 2(i) and 2(ii) respectively.
(c) Cost Records
The Company is not required to prepare and maintain cost records pursuant to Section 148(1) of the Act.
CORPORATE SOCIAL RESPONSIBILITY
As part of its initiatives under "Corporate Social Responsibility (CSR)", the Company has been formulated a CSR Policy (available on website at web-link: https://www.yaari.com/api/static/Investors/1671624394368CSR_Policy.pdf. as per the provisions of the Companies Act, 2013, read with the relevant rules. In terms of the applicable provisions of the Companies Act 2013, read with relevant Rules, the Company was not required to contributeanyamounttowardsCSRactivities during the FY 2023-24. An Annual Report on CSR, containing relevant details, is annexed as Annexure 3, forming part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of the SEBI LODR, Management Discussion and Analysis Report, for the year under review, separate section forming part of this Annual Report.
CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 of SEBI LODR Regulations, Corporate Governance Practices followed by the Company, together with a certificate from a Practicing Company Secretary confirming compliance, is presented in a separate section forming part of this Annual Report.
DIRECTORS? RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the 2013: followingstatementintermsofSection 134 ofthe Companies Act, (a) that in the preparationof the annual financialstatements for the year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any; (b) that such accounting policies as mentionedin the Notes to the Financial Statements have been selected and applied 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 March 31, 2024 and the profit and loss of the Company for the year ended on that date; (c) that proper and sufficient care has been taken for the maintenance of adequate accounting of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other (d) the annual financial statements have been prepared on a going concern basis; (e) that proper internal financial controls are in place and that such financial controls are adequate and are operating effectively; and (f) that systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.
ACKNOWLEDGEMENT
Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functional areas and the efficient utilization of all its resources for sustainable and profitable growth. Your Directors wish to place on record their appreciation of the contributions made and committed services rendered by the employees Your Directors also wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year.