The Directors are pleasured to present the 34th ANNUAL REPORT together with the Audited Financial Statement for the
Financial Year 2023-24 ended 31st March, 2024.
1. FINANCIAL PERFORMANCE:
(Rs. in Lakh)
|
Particulars
|
2023-24
|
2022-23
|
|
Total Income
|
26.61
|
26.42
|
|
Profit before finance cost
|
0.49
|
2.87
|
|
Less: Finance cost
|
-
|
-
|
|
Profit before tax
|
0.49
|
2.87
|
|
Less: Current Tax
|
0.11
|
0.74
|
|
Profit after tax
|
0.38
|
2.13
|
There are no material changes and commitment affecting the financial position of the Company which have occurred
between 1st April, 2024 and date of this report.
2. DIVIDEND:
With a view to conserve the resources for the working capital requirement of the Company, the Board of Directors
has not recommended any dividend on the Equity Shares for the year under review ended 31st March, 2024.
3. REVIEW OF OPERATIONS / COMPANY AFFAIRS & DETAILS OF CHANGE IN THE NATURE OF BUSINESS:
The Company earned total Income of Rs. 26.61 Lakh during FY 2023-24 under review compared to Rs. 26.42 Lakh
during FY 2022-23. The Company has earned Profit before Interest and Depreciation of Rs.0.49 Lakh during FY
2023-24 under review compared to Rs.2.87 Lakh during FY 2022-23. After providing for Depreciation, finance cost,
effect of impairment of financial instruments and Tax expenses, the Net Profit for FY 2023-24 under review stood
Rs. 0.38 Lakh compared to Net Profit of Rs. 2.13 Lakh during FY 2022-23.
There is no change in the nature of business of the Company.
4. DIRECTORS:
4.1 One of your Directors viz. Ms. Sushma Chhajer (DIN: 00280231) retires by rotation in terms of the Articles of
Association of the Company. However, being eligible offers herself for re-appointment.
4.2 Brief profile of the Director being re-appointed as required under Regulations 36(3) of Listing Regulations, 2015
and Secretarial Standard on General Meetings is provided in the Notice for the forthcoming AGM of the
Company.
4.3 The Company has received necessary declaration from each Independent Director of the Company under
Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their independence laid
down in Section 149(6) of the Act.
4.4 In terms of provisions of Section 150 of the Companies Act, 2013 read with Rule 6(4) of the Companies
(Appointment & Qualification of Directors) Amendment Rules, 2019 the Independent Directors of the Company
have registered themselves with the Indian Institute of Corporate Affairs, Manesar (‘IICA').
4.5 The Board in their meeting held on 22nd July, 2024, based on the recommendation of the Nomination and
Remuneration Committee and subject to approval of members/shareholders, have:
- Re-appointed Mr. Ashok Chhajer (DIN: 00280185), as Managing Director of the Company w.e.f. 29th July,
2024 for a period of 5 years
- Appointed Ms. Rajkumari Udhwani (DIN: 02636225), as an Additional Director (Non- Executive & Independent
Director - Woman Director) of the Company for a term of five consecutive years w.e.f. 1st September,
2024
- Appointed Mr. Hitendra K. Chopra (DIN: 03372530), as an Additional Director (Non Executive & Independent
Director) of the Company for a term of five consecutive years w.e.f. 1st September, 2024
4.6 The Board of Directors duly met 5 times during the financial year under review. The details of Board Meeting
convened and held, are given in the Corporate Governance Report. The intervening gap between the
Meetings was within the period prescribed under the Companies Act, 2013 and circulars and regulations
issued under SEBI (LODR) Regulations, 2015 as amended from time to time.
4.7 Formal Annual Evaluation:
The Nomination and Remuneration Committee adopted a formal mechanism for evaluating the performance
of the Board of Directors as well as that of its Committees and individual Directors, including Chairman of the
Board, Key Managerial Personnel/ Senior Management etc. The exercise was carried out through an
evaluation process covering aspects such as composition of the Board, experience, competencies,
governance issues etc.
4.8 DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:
(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures;
(ii) that 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 31st March, 2024 being end of the financial year 2023-24 and of the Profit of
the Company for the year;
(iii) that the Directors had taken proper and sufficient care for maintenance of adequate accounting records
in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
(iv) that the Directors had prepared the annual accounts on a going concern basis.
(v) 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.
(vi) 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.
5. LISTING:
The Equity Shares of the Company are listed on BSE Limited & Calcutta Stock Exchange Limited. The Company is
generally regular in payment of Annual Listing Fees. The Annual Listing Fees has been paid to BSE Limited for the
FY 2024-25.
6. SHARE CAPITAL:
There are no changes in the authorized share capital and paid-up share capital during the period under review. The
issued, subscribed and paid-up Share Capital of the Company as on 31st March, 2024 was Rs. 300.06 Lakh. As on
31st March, 2024, the Company has not issued shares with differential voting rights nor granted stock options nor do
sweat equity and none of the Directors of the Company hold any convertible instruments.
7. RESERVES:
Under Section 45-IC of Reserve Bank of India Act, 1934, non-banking financial companies (NBFCs) are required to
transfer a sum of not less than 20% of its net profit every year to the reserve fund before declaration of any dividend.
Accordingly, the Company has till date transferred a sum of Rs. 0.08 lakhs to its reserve fund.
8. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business,
including adherence to the Company's policies, safeguarding of assets, prevention and detection of frauds and
errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial
disclosures.
9. MANAGERIAL REMUNERATION:
The Company has not paid any Managerial Remuneration or other benefits to any of its Directors.
The Board of Directors has framed a Remuneration Policy that assures the level and composition of remuneration
is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management
to enhance the quality required to run the Company successfully. All the Board Members and Senior Management
personnel have affirmed time to time implementation of the said Remuneration policy.
The Nomination and Remuneration Policy is available on the Company's website-www.typhoonfinancial.com
10. KEY MANAGERIAL PERSONNEL (KMP) :
There are no material payments to KMP/ Employees. As no material payments have been made the amount is not
comparable with the performance of the Company.
There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment &
Remuneration of Managerial personnel) Rules, 2014. The number of permanent employees of the Company are
three.
% INCREASE IN REMUNERATION OF DIRECTORS AND KMP:
|
Sr. No.
|
Name of the Director & KMP
|
Designation
|
Percentage Increase (If any)
|
|
1.
|
Ms. Richa Shah
|
Company Secretary
|
10%
|
|
2.
|
Ms. Shruti Chhajer
|
CFO
|
|
11. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT & SECURITIES
PROVIDED:
Details of Related Party Transactions and details of Loans, Guarantees and Investments covered under the
provisions of Section 188 and 186 of the Companies Act, 2013 respectively are given in the notes to the Financial
Statements attached to the Directors' Report.
All transactions entered by the Company during the financial year with related parties were in the ordinary course of
business and on an arm's length basis. During the year, the Company had not entered into any transactions with
related parties which could be considered as material in accordance with the policy of the Company on materiality
of related party transactions.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the
Board may be accessed on the Company's website at www.typhoonfinancial.com.
12. CORPORATE GOVERNANCE AND MDA:
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Report on Corporate Governance(on voluntary basis), Management Discussion and Analysis
(MDA) and a certificate regarding compliance with the conditions of Corporate Governance are appended to the
Annual Report as Annexure - A.
13. SECRETARIAL AUDIT REPORT:
Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the Companies Act, 2013
from M/s. Nishant Pandya & Associates, Company Secretaries, Ahmedabad. The said Report is attached with this
Report as Annexure - C. The remarks of Auditor are self-explanatory.
14. ANNUAL RETURN:
The Annual Return as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014 is available on the website of the Company and can be accessed at
www.typhoonfinancial.com.
15. DEMATERIALISATION OF EQUITY SHARES:
Shareholders have an option to dematerialise their shares with either of the depositories viz. NSDL and CDSL. The
ISIN allotted is INE761R01013.
16. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS’
RELATIONSHIP COMMITTEE:
The details of various committees as on date and their functions are part of Corporate Governance Report.
Further, the Board of Directors in their meeting held on 22nd July, 2024 has:
- Reconstituted the Audit Committee of the Company w.e.f. 1st September, 2024 comprising of Mr. Hitendra
Chopra@, Ms. Rajkumari Udhwani@ & Ms. Sushma Chhajer as members.
- Reconstituted the Nomination & Remuneration Committee of the Company w.e.f. 1st September, 2024 comprising
of Mr. Hitendra Chopra@, Ms. Rajkumari Udhwani@ & Ms. Sushma Chhajer as members.
- Reconstituted the Stakeholders Relationship Committee of the Company w.e.f. 1st September, 2024 comprising
of Ms. Rajkumari Udhwani@, Mr. Hitendra Chopra@ & Mr. Ashok Chhajer as members.
@Appointed as Independent Director of Company w.e.f 1st September, 2024.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO:
Your Company being in the Industry of Investment and Finance, the particulars relating to conservation of Energy,
Technology Absorption etc. are not applicable. The Company has not earned or spent any amount in Foreign
Exchange.
18. STATUTORY AUDITORS:
At the Annual General Meeting of the members of the Company held on 21st September, 2020, M/s.Sahib S.Choudhary
& Co., Chartered Accountants, Kolkata were appointed as Statutory Auditors of the Company for a period of 5 years
to hold office till the conclusion of the 35thAnnual General Meeting to be held in the year 2025.
The Auditors' Report for the fiscal 2024 does not contain any qualification, reservation or adverse remark. The
Report is enclosed with the financial statements in this Annual Report.
19. INSIDER TRADING POLICY:
As required under the Insider Trading Policy Regulations of SEBI, your Directors have framed and approved Insider
Trading Policy for the Company i.e. ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information' and ‘Code of Conduct for Regulating Monitoring and Reporting of Trading by Designated
Persons/Insiders'. The Policy is available on the company's website.
20. GENERAL:
20.1. INSURANCE:
The Company's properties continue to be adequately insured against risks such as fire, riot, strike, civil
commotion, malicious damages, etc.
20.2 FIXED DEPOSITS:
The Company has not accepted any fixed deposits from the public within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
20.3 RISKS MANAGEMENT POLICY:
The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of
Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and
opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide
the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk
Management policy, the relevant parameters for protection of environment, safety of operations and health of
people at work are monitored regularly with reference to statutory regulations and guidelines defined by the
Company.
20.4 SUBSIDIARIES/ ASSOCIATES/ JVS:
The Company does not have any Subsidiaries/ Associates Companies / JVs.
20.5 CODE OF CONDUCT:
The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior
Management. All the Board Members and Senior Management personnel have affirmed compliance with the
code of conduct.
20.6 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There has been no significant and material order passed by any regulators or courts or tribunals, impacting the
going concern status of the Company and its future operations.
20.7 ENVIRONMENT AND SAFETY:
The Company is conscious of the importance of environmentally clean and safe operations. The Company's
policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances
of environmental regulations and preservation of natural resources.
20.8 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:
There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act,
2013.
20.9 SECRETARIAL STANDARDS:
The Company complies with the Secretarial Standards, issued by the Institute of Company Secretaries of
India, which are mandatorily applicable to the Company.
20.10 CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
During this period under the provisions under section 135 in respect of CSR is not applicable to the Company.
Hence, your Directors have not constituted the Corporate Social Responsibility (CSR) Committee.
20.11 DETAILS OF PROCEEDINGS UNDER IBC & OTS, IF ANY:
There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. Further, there was no
instance of one time settlement with any Bank or Financial Institution.
20.12 AGREEMENTS EFFECTING THE CONTROL OF THE COMPANY:
No agreements have been entered / executed by the parties as mentioned under clause 5A of paragraph A of
Part A of Schedule III of SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015 which,
either directly or indirectly effect / impact the Management or Control of the Company or impose any restriction
or create any liability upon the Company.
21. DISCLOSURE OF ACCOUNTING TREATMENT
In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in
Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set
out in the Notes to the Financial Statements.
22. DISCLOSURE OF MAINTENANCE OF COST RECORDS:
Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the
Companies Act, 2013, is not applicable to the Company.
23. ACKNOWLEDGEMENT:
Your Directors express their sincere thanks and appreciation to Promoters, Shareholders and Customers for their
support and co operation. Your Directors also place on record their gratitude to the Bankers of the Company and
Government Departments for their confidence reposed in the Company.
For and on behalf of the Board,
Manish Joshi
Place : Ahmedabad Chairman
Date: 22nd July, 2024 DIN: 06936130
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