To
The Members,
Ladderup Finance Limited
Your Directors are pleased to present the Thirty-First Annual Report on the affairs of your Company along with the audited financial statements, (both Standalone and Consolidated) for the Financial Year ended 31st March 2024.
FINANCIAL RESULTS
During the year under review, the performance of your company was as under:
(Rs in Lakh)
The Consolidated Statements provide the results of Ladderup Finance Limited together with its Subsidiary, Joint Venture and Associate Companies.
FINANCIAL HIGHLIGHTS AND STATE OF COMPANY AFFAIRS Consolidated Performance
Your Company earned consolidated revenue of INR 1261.70 lakhs in FY 2023-24 compared to INR 1117.81 lakhs in FY 2022-2023. However, the Consolidated Total Comprehensive Income for the FY 2023-2024 is INR 870.30 lakhs as compared to INR 17.41 lakhs in FY 2022-23. The variation is mainly on account of increase/decrease in fair values of FVTOCI Investments (net of deferred tax).
Standalone Performance
Your Company earned total revenue of INR 83.99 lakhs in FY 2023-24 as compared to INR 129.81 lakhs in FY 2022-2023. However, the Total Comprehensive Income for the FY 2023-2024 is INR 631.66 Lakh as compared to INR (11.56) lakhs in FY 2022-23. The variation is mainly on account of increase/decrease in fair values of FVTOCI Investments (net of deferred tax).
The Company continues to invest in asset-based transactions with good growth prospects. There has been no change in the Business of the company during the financial year ended 31st March 2024.
AMOUNT TRANSFERRED TO RESERVE
Due to loss in the Financial Year 2023-24 the Company has not transferred any amount to reserve account.
Statutory Reserve represents the Reserve Fund created under Section 45 IC of the Reserve Bank of India Act, 1934.
DIVIDEND
The Board of Directors of your company, after considering holistically the relevant circumstances, has decided that it would be prudent not to recommend any Dividend for the financial year 2023-24.
ANNUAL RETURN
In accordance with the provisions of section 92 read with section 134(3) (a) of the Companies Act, 2013, the Annual Return for financial year 2023-24 is available at https://www.ladderup.com.
SHARE CAPITAL
During the financial year under review, the issued, subscribed and paid-up share capital of the Company as March 31, 2024, was Rs 12,85,26,000/- divided into 12,85,2600 equity shares of face value of Rs 10/- each.
MEETINGS OF THE BOARD
During the financial year 2023-24, 4 (four) meetings of the Board were held by the company on 24th May 2023, 11th August 2023, 9th November 2023, and 2nd February 2024. For further details of meetings of the Board or its committees, please refer to the Corporate Governance Report, which is a part of Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, the following changes were made in the composition of the Board of Directors and Key Managerial Personnel of the Company.
a) Mr. Sunil Goyal (DIN:00503570) was re-appointed as Managing Director of the Company for the period of 5 consecutive years w.e.f. 1st April 2023.
b) Mr. Dhiraj Gupta, was appointed as Company Secretary and Compliance officer of the Company w.e.f. 24th May, 2023.
c) Mr. T. V. Rao ((DIN: 05273533), Independent Director will complete his second term on 10th August 2024 or the conclusion of the Annual General Meeting in 2024, whichever is earlier.
d) The Board has appointed Mr. Mayank Mehta (DIN: 03554733), as Additional cum Independent Director of the Company w.e.f. 24th July, 2024 who shall hold the office till the conclusion of ensuing Annual General Meeting. The Board has further recommended the appointment of Mr. Mayank Mehta as an Independent Director of the Company in the ensuing Annual General Meeting of the Company.
e) In accordance with the provisions of Section 152 of the Companies Act 2013, and that of Articles of Association of the Company, Mr. Saurabh Sarayan, Director of the Company retires by rotation at ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
Pursuant to Schedule IV of the Companies Act, 2013 and the Rules made thereunder and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all the Independent Directors of the Company met on 26th March 2024, without the attendance of Non-Independent Directors and Members of the Management.
The Independent Directors reviewed performance of Non-Independent Directors, Chairman of the Company and the performance of the Board as a whole. The Independent Directors also discussed 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. The feedback of the Meeting was shared with the Chairman of the Company.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and provisions of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board, except the director being evaluated, the performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as stakeholder relationship committee. The Directors expressed their satisfaction with the evaluation process.
DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
CODE OF CONDUCT
Your Company has formulated a code of conduct for Board of Directors and Senior Managerial Personnel. The Declaration duly signed by the Chairman and Managing Director is given under Corporate Governance Report as a separate section in this Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Act, with respect to Directors Responsibility Statement, your Directors confirm 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 had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
Explanation.
For the purposes of this clause, the term "internal financial controls" means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companyRss policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.
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.
CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company as adopted by the Board and the initiatives undertaken by the Company on CSR activities during the year under review are set out in "Annexure I" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.
For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR policy is available on website www.ladderup.com.
STATUTORY AUDITOR & STATUTORY AUDITORRsS REPORT
M/s. Shah Gupta & Co., Chartered Accountants, Mumbai (Firm Registration No. 109574W), was re-appointed as statutory auditor of the company for their second term of five years from the conclusion of 29th Annual General Meeting till the conclusion of 34th Annual General Meeting of the Company to be held in F.Y. 2027-28.
Further, the Auditors have issued Audit Report for the Financial Year 2023-24 pursuant to provisions of Section 141(2) of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014.
The Notes on Accounts referred to in the AuditorsRs Report are self-explanatory and do not call for any further comments. The AuditorsRs Report does not contain any qualification, reservation, or adverse remark.
During the Financial year under review no fraud has been reported by the Auditors to the Audit Committee or the Board. INTERNAL AUDIT & INTERNAL AUDITORRsS REPORT
The Company has in place an adequate internal audit framework to monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organizationRss risk management, control and governance processes. The Company has appointed M/s. CAS & Co., Chartered Accountants, as Internal Auditors of the Company for financial year 2023-24. Findings of the Internal Auditor were placed before Audit Committee, which were reviewed and discussed with the Management.
SECRETARIAL AUDITOR & SECRETARIAL AUDITORRsS REPORT
The Company has appointed M/s. Jajodia and Associate, Practicing Company Secretaries, as the Secretarial Auditor for the financial year 2023-24, in accordance with Section 204 of the Companies Act, 2013, and M/s. Jajodia and Associate has also been appointed as the Secretarial Auditor for Ladderup Wealth Management Pvt Ltd, a subsidiary of the Company, for the same financial year.
The Secretarial Audit Reports for both, the Company and its subsidiary have been issued in Form MR-3, as required by Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. These reports are attached as "Annexure II-A" and "Annexure II-B," respectively, and are part of this Report.
The Secretarial AuditorsRs Report does not contain any qualification, reservation, or adverse remark.
CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE
M/s. Jajodia & Associates, Practicing Company Secretary, have examined the compliance of conditions of Corporate Governance by the Company, for the Financial Year ended on 31st March, 2024, as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations) and issued a certificate which has been included Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186 OF THE COMPANIES ACT 2013
The details of Loan, Guarantees and Investments made by the Company under the provisions of Section 186 of the Companies Act,
2013 are provided in the notes to the Financial Statements.
RELATED PARTY TRANSACTIONS
During the year under review, all contracts/arrangements/transactions entered by the Company during the financial year 2023-24 with related parties were in compliance with the provisions of the Act, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations").
The Company had obtained prior approval of the Audit Committee for all the related party transactions entered during the Financial Year 2023-24, as envisaged in Regulation 23(2) of the Listing Regulations. Further, the Audit Committee had given prior omnibus approval under Section 177 of the Act, read with Rule 6(A) of The Companies (Meetings of Board and its Powers) Rules, 2014 read with Regulation 23(3) of the Listing Regulations, for related party transactions that are foreseen and of repetitive nature during the period under review and the required disclosures are made to the Audit Committee and Board on quarterly basis.
All related party transactions that were entered during the financial year ended March 31, 2024 were on an armRss length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Act, were not attracted. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Act in Form AOC-2 is not applicable.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the CompanyRss website at the link https://www.ladderup.com/docs/CG/11-related-party-transaction-policy.pdf
The details of the transactions with related parties are provided in the accompanying financial statements.
DETAILS OF SUBSIDIARIES, JOINT VENTURE & ASSOCIATE COMPANIES
The Company has one subsidiary company i.e. Ladderup Wealth Management Private Limited, one Joint Venture Company i.e. Waterproof Corporation Private Limited and one associate company Annapurna Pet Private Limited. During the year, the Board of Directors of your company has reviewed the affairs of the subsidiary, joint venture and Associate Companies in accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and its subsidiary and Associates Companies, which form part of the Annual Report. Further, the statement containing the salient features of the financial statements of its subsidiaries and associate companies and Joint ventures in the prescribed format Form (AOC-1), is given in notes to financial statements. The statement also provides the details of performance and financial position of the subsidiaries and associate companies and Joint ventures.
In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of its subsidiaries, are available on website of www. ladderup.com. These documents will also be available for inspection during the business hours at the registered office of the Company.
The CompanyRss policy on material subsidiaries as approved by the Board is uploaded on the CompanyRss website at "Investors" section.
MATERIAL CHANGES AND COMMITMENTS
The Board at its Meeting held on 24th July 2024 has approved the proposal for buyback of fully paid up equity shares of the Company having a face value of Rs 10/- (Indian Rupees Ten Only) ("Equity Shares" and such buyback "Buyback") not exceeding 25,00,000 Equity Shares (representing 19.45% of the total number of Equity Shares in the total paid-up equity capital of the Company as of March 31, 2024) from all shareholders/ beneficial owners of the Equity Shares of the Company excluding promoters and members of the promoter group of the Company, as on record date, which will be decided subsequently, through the "tender offer" route, on a proportionate basis, using mechanism for acquisition of shares through stock exchange as prescribed under Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, subject to the approval of the shareholders of the Company, at a price of Rs 44/- (Indian Rupees Forty-Four Only) per Equity Share ("Buyback Price"), payable in cash, for an aggregate amount not exceeding Rs 11,00,00,000/- (Indian Rupees Eleven Crores only)
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
There was no technological absorption and no foreign exchange earnings or outgo, during the year under review. Hence, the information as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,
2014 is to be regarded as Nil.
The Company has not entered into any technology transfer agreement.
RISK MANAGEMENT POLICY
The Company has laid down the procedures to inform the Board about the risk assessment and minimization procedures and the Board shall be responsible for framing, implementing, and monitoring the risk management plan and policy for the Company.
The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.
POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has zero tolerance towards sexual harassment at the workplace and towards this end, it has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.
All employees of the company (permanent, contractual, temporary, trainees) are covered under the said policy.
An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment.
During the financial year under review, the Company has not received any complaints from any of the employees of the Company.
NON-DEPOSIT TAKING NON-BANKING FINANCIAL COMPANY
Your Company is categorized as a non-deposit taking Non-Banking Financial Company.
Accordingly in compliance with RBI Master Directions-Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016 the Company has not accepted any deposits from the public during the year under review.
RBI DIRECTIONS AND GUIDANCE
Your Company complies with the direction(s), circular(s), notification(s) and guideline(s) issued by the Reserve Bank of India as applicable to your Company as a non-deposit taking non-systemically important non-banking financial company.
COMMITTEES OF THE BOARD
The Company currently has Seven Mandatory Board Committees, as follows:
1) Audit Committee
2) StakeholdersRs Relationship Committee
3) Nomination & Remuneration Committee
4) Investment Committee
5) Risk Management Committee
6) Corporate Social Responsibility Committee
7) Credit Committee
Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the Corporate Governance Report. The composition and applicable policy, if any of all the above committee is available on website www.ladderup.com.
PARTICULARS OF REMUNERATION OF EMPLOYEES
The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employeesRs particulars of which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.
The further details regarding the total Remuneration paid to Executive Director & Non-Executive Director of the Company are stated in the Corporate Governance Report.
PREVENTION OF INSIDER TRADING
As per the provisions of SEBI (Prohibition of insider trading) Regulations, 2015, 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 CompanyRss 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 Directors and the designated employees have confirmed compliance with the Code.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review there have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyRss operations in future.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The CompanyRss internal control system is designed to ensure orderly and efficient conduct of its business, compliance with law and regulations including adherence to the CompanyRss policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting record, and the timely preparation of reliable financial information Internal Control system is supported by an Internal Audit Process. The Internal Audit Plans and Scope are well laid-out to ensure compliance with various applicable laws and internal policies. The Internal Auditors review the systems and procedures and advise on further improvements wherever required. The reports of the Internal Auditors are reviewed by the Audit Committee and the Board of Directors of the Company.
All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
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, the company has adopted a vigil mechanism policy. This Policy can be viewed on the CompanyRss website viz. www.ladderup.com in the "Investors" Section.
COMPLIANCE WITH SECRETARIAL STANDARDS ISSUED BY ICSI
In accordance with the provisions of clause 9 of SS-1, The Company has complied with applicable Secretarial Standards-1 and Secretarial Standards-2 issued by Institute of Company Secretary of India, during the year under review.
ACKNOWLEDGEMENT
Your directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from all our Clients, Financial Institutions, and Bankers, Business Associates and the Government and other regulatory authorities and thank all stakeholders for their valuable sustained support and encouragement towards the conduct of the proficient operation of the Company. Your directors would like to place on record their gratitude to all the employees who have continued their support during the year.