Nature of security
Term loan is secured by exclusive charge on present and future loan receivables arrising out of bank finance with asset coverage of 1.25 times of stage one standard assets and, on all unencumbered receivable of the Company. Term loan is further secured by 10% cash collaterally of loan amount, i.e. fixed deposit with bank for Rs. 250 lakhs and personal guarantee of one of the director of the company.
B. Loan repayable on demand from bank - secured
Terms of loan
From South Indian Bank:
1. The cash credit facility is having Sanction limit of Rs. 500 lakhs (as at 31 March 2023 - Rs. 500 Lakhs) and Current Outstanding of Rs. 422.02 lakhs (as at 31 March 2023 Rs. 340.45 lakhs).
2. Security : Repledge of gold ornaments pledged by Obligors and personal guarantee of one of the director of Company.
3. Rate of interest is 10.50% p.a. to 9.75% p.a.
From City Union Bank:
1. The cash credit facility is having Sanction limit of Rs. 1,500 lakhs (as at 31 March 2023 -
Rs. 500 Lakhs) and Current Outstanding of Rs. 1,133.06 Lakhs (as at 31 March 2023 - Rs.404.55 Lakhs).
2. Security : Lien over the jeweller and properties, money or other asset in the control or custody of Bank and personal guarantee of one of the director of Company.
3. Rate of interest is 9.75% to 10.00% p.a. (one year MCLR 1.75%)
From CSB Bank:
1. The cash credit facility is having Sanction limit of Rs. 500 lakhs (as at 31 March 2023 - 500 Lakhs) and Current Outstanding of Rs. 354.53 lakhs (as at31 March 2023 - debit balance of Rs. 1.31 lakhs).
2. Security : Pledge of gold ornaments with LTV of 75% and, personal guarantee of one of the director of company.
3. Rate of interest is 11.50% p.a. (linked with one year MCLR).
C. Bank overdraft From Yes Bank:
1. The overdraft facility is having Sanction limit of Rs. 200 lakhs (as at 31 March 2023 - Rs. 200 Lakhs) and Current Outstanding of Rs. 193.95 lakhs (as at 31 March 2023 - Rs. 153.93 lakhs).
2. Security : Lien over fixed deposit of Rs. 200 lakhs held with the bank.
3. Rate of interest is 7.75% p.a.
b. Rights, preferences and restrictions attached to each class of shares:
The Company has only one class of shares referred to as equity shares having a par value ofINR 1 each. Every holder of equity shares is entitled to one vote per share.
The Company declares and pays dividends in Indian rupees. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining asset of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
Nature and purpose of other equity:
(a) Securities premium reserve
The amount received in excess of face value of the equity shares is recognised in Securities premium reserve. In case of equity settled share based payment transactions, the difference between fair value on grant date and nominal value of share is accounted as securities premium reserve. The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.
(b) General reserve
Under the erstwhile Companies Act, 1956, general reserve was created through an annual transfer of net income at a specified percentage in accordance with applicable regulations. Consequent to introduction of Companies Act, 2013, the requirement to mandatorily transfer a specified percentage of the net profit to general reserve has been withdrawn. However, the amount previously transferred to the general reserve can be utilised only in accordance with the specific requirements of Companies Act, 2013.
(c) Statutory reserve (Pursuant to Section 45-IC of The RBI Act, 1934)
Statutory reserve represents reserve fund created pursuant to Section 45-IC of the RBI Act, 1934 through transfer of specified percentage of net profit every year before any dividend is declared. The reserve fund can be utilised only for limited purposes as specified by RBI from time to time and every such utilisation shall be reported to the RBI within specified period of time from the date of such utilisation.
The conditions and restrictions for distribution attached to statutory reserves as specified in Section 45-IC(l) in The Reserve Bank of India Act, 1934:
(1) Every non-banking financial company (NBFC) shall create a reserve fund and transfer therein a sum not less than twenty per cent of its net profit every year as disclosed in the profit and loss account and before any dividend is declared.
(2) No appropriation of any sum from the reserve fund shall be made by the NBFC except for the purpose as may be specified by the RBI from time to time and every such appropriation shall be reported to the RBI within twenty one days from the date of such withdrawal:
(3) Notwithstanding anything contained in sub-section (1), the Central Government may, on the recommendation of the RBI and having regard to the adequacy of the paid-up capital and reserves of a NBFC in relation to its deposit liabilities, declare by order in writing that the provisions of sub-section (1) shall not be applicable to the NBFC for such period as may be specified in the order:
(d) Retained earnings
Retained earnings or accumulated surplus represents total of all profits retained since company's inception. Retained earnings are credited with current year profits, reduced by losses, if any, dividend payouts, transfers to General reserve or any such other appropriations to specific reserves.
(e) Share based payment reserve
Share based payment reserve represents amount of reserve created by recognition of compensation cost at grant date fair value on stock options vested but not exercised by employees and unvested stock options in the Statement of profit and loss in respect of equity-settled share options granted to the eligible employees of the Company in pursuance of the Employee Stock Option Plan.
(f) Other comprehensive income
Other comprehensive income consist of FVOCI financial assets and financial liabilities and remeasurement of defined benefit assets and liability.
(b) Reconciliation of the total tax charge:
The tax charge shown in the statement of profit and loss differs from the tax charge that would apply if all profits had been charged at Indian corporate tax rate. A reconciliation between the tax expense and the accounting profit multiplied by India's domestic tax rate for the financial years is as follows:
29 Corporate Social Responsibility (CSR) :
a) The CSR activities of the Company shall include, but not limited to any or all of the sectors/activities as may be prescribed by Schedule VII of the Companies Act, 2013 amended from time to time.
b) During the year ended 31 March 2024, the Company has incurred an expenditure of Rs. 35.99 lakhs (31 March 2023: Rs. 23 lakhs) towards CSR activities which includes contribution / donations made to the trusts which are engaged in activities prescribed under section 135 of the Companies Act, 2013 read with Schedule VII to the said Act
c) Amount required to be spent and amount spent towards CSR activities by the Company
The Company has made CSR Contributions of Rs. 5 lakhs to related party "Sherry and Diya Foundation" in which, one of the director is trustee (31 March 2023 : Rs. 9 lakhs) (refer note no 33).
30 Contingent Liabilities (to the extent not provided for)
The Company does not have any claim to be acknowledged as debts as on 31 March 2024 (as at 31 March 2023 Rs. Nil).
31 Capital Commitments
The Company does not have any Capital Commitments as on 31 March 2024 (as at 31 March 2023 Rs. Nil).
32 Leases
The Company's lease asset classes primarily consist of leases of buildings or part thereof taken on lease for offices premises. The Company uses following practical expedient, when applying Ind AS 116 to leases :
(1) The Company didn't recognised Right of Use and Lease liabilities for lease for which the lease terms ends within 12 months on the date of initial transition and low value assets.
(2) The Company excluded initial direct cost from measurement of the Right of Use assets at the date of initial application.
(3) The Company uses hindsight in determining the lease term where the contract contains options to extend or terminate the lease.
34 EMPLOYEE BENEFITS
i) Defined contribution plan :
The Company makes Provident fund contribution which are defined contribution plans for qualifying employees. Under the scheme, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company have recognised Rs. 4.74 lakhs (31 March 2023: Rs. 3.13 lakhs) for Provident fund contributions in the Statement of profit and loss. The contributions payable to the plan by the Company is at rates specified in the rules of the scheme.
ii) Defined benefit gratuity plan:
In accordance with the applicable laws, the Company provides for gratuity, a defined benefit retirement plan ("The Gratuity Plan") covering eligible employees. The Gratuity Plan provides for a lump sum payment to vested employees on retirement (subject to completion of five years of continuous employment), death, incapacitation or termination of employment that are based on last drawn salary and tenure of employment. Liabilities with regard to the Gratuity Plan are determined by actuarial valuation on the reporting date.
The sensitivity analysis above have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period and may not be representative of the actual change. It is based on a change in the key assumption while holding all other assumptions constant. When calculating the sensitivity to the assumption, the same method used to calculate the liability recognised in the balance sheet has been applied. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared with the previous period.
iii) Employee share based payment plans:
During the year ended 31 March, 2022, the Company implemented Finkurve Employee Stock Option Plan 2018 ("2018 Plan"). The plan was approved by the shareholders in the Company's 34th AGM held on 29 September, 2018. The 2018 Plan have resulted into creation of ESOP pool of 50 lakhs options resulting into 50 lakhs equity shares of Rs 1 each. Further, the stock options to any single employee under the Plan shall not exceed 1% of fully diluted equity Shares of the Company during the tenure ofthe Plan, subject to compliance with Applicable Law.
The options granted under 2018 Plan have a maximum vesting period of 4 years from the end of grant date and is excercisable within 5 years of last vesting date. The options granted are based on the performance of the employees during the year of the grant and their continuing to remain in service. The process for determining the eligibility of employees for the grant of stock options under the 2018 Plan shall be determined by the Nomination and Remuneration Committee (Administrator of the 2018 Plan) in consultation with Board and based on employee's grade, performance rating and such other criteria as may be considered appropriate. The employees shall be entitled to receive one equity share ofthe Company on exercise of each stock option, subject to performance ofthe employees and continuation of employment over the vesting period and other terms ofthe plan. The Board of Directors or the Nomination and Remuneration Committee shall decide the Exercise Price and the discount rate at the time of granting the Options on the basisofper share Market rate ofthe shares ofthe Companyas defined under 2018 Plan.
35 Segment Information
The Company primarily operates in Financing and other activities. Further, all activities are carried out within India. Based on the 'management approach' as defined in Ind AS 108, the Chief Operating Decision Maker (CODM), there are no other operating segments which are identified as such and need to be reported.
36 Maturity analysis ofassets and liabilities
The table below shows an analysis ofassets and liabilities analysed according to when they are expected to be recovered or settled
b) Fair value hierarchy and method of valuation:
The Company categorises assets and liabilities measured at fair value into one of three levels depending on the ability to observe inputs employed in their measurement which are described as follows:
Level 1 - Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Inputs are inputs that are observable, either directly or indirectly, other than quoted prices included within level 1 for the asset or liability.
Level 3 - Inputs are unobservable inputs for the asset or liability reflecting significant modifications to observable related market data or Company's assumptions about pricing by market participants. The management of the Company assessed that loans given, cash and cash equivalents, trade receivables, trade payables, other current financials liabilities, current loans and other financial assets approximate their carrying amounts largely due to the short-term maturities of these instruments.
(d) Significant unobservable input(s) for Level 3 hierarchy
The fair value of financial instruments that are not traded in active market is determined by using valuation techniques. The Company uses judgement to select from variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period. Significant inputs considred in valution are Terminal Growth rate, Weighted average cost of capital and computation of Net asset value in case of certain investments.
Relationship of unobservable inputs to fair value and sensitivity
Increase or decrease in multiple will result in increase or decrease in valuation.
38 Financial risk management objectives and policies
The Company is exposed to market risk, credit risk and liquidity risk. The Company's senior management oversees the management of these risks. The Company's Board of Directors has appropriate financial risk governance framework for the Company. The Board of Directors govern the Company's financial risk activities by appropriate policies and procedure and that financial risks are identified, measured and managed in accordance with the company's policies and risk objectives. The Board of Directors reviews and agrees policies for managing each risk, which are summarised as below.
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises 3 types of risk: interest rate risk and currency risk. Financial instruments affected by market risk includes loans, Investment in units of mutual fund, and borrowings.
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk primarily from borrowings. The Company monitors the changes in interest rates and actively regarding finances its debt obligations and/or re-evaluate the investment position to achieve an optimal interest rate exposure.
The Company's borrowings are majorly is at fixed interest rates and accordingly, the company is not exposed to any significant interest rate risk.
Foreign currency risk and sensitivity
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The company does not have any foreign currency exposure, accordingly it is not exposed to the foreign currency risks.
Investment price risk
The Company's exposure in Investment in equity share & mutual funds - Quoted as at 31 March 2024 is INR 1.05 lakhs (31 March 2023 Rs. 0.06 lakhs) and as a result the impact of any price change will not have a material effect on the profit or loss of the Company.
Credit Risk
The Company is exposed to credit risk from their operating activities (primarily Loans given), The Company manage the credit risk by continuously monitoring the creditworthiness of customers. The Company has used a practical expedient by computing the expected credit loss allowance for external trade receivables based on a provision matrix. The expected credit loss allowance is based on the ageing of the days the receivables are due and the rates as given in the provision matrix.
Expected credit loss on loans given is Rs. 192.32 lakhs (31 March 2023 - 351.04 lakhs).
Liquidity Risk
Liquidity risk refers to insufficiency of funds to meet the financial obligations. The Company manages liquidity risk by borrowings, fund infusion by issue of equity shares/ preference shares, continuously monitoring forecast and actual cash flows, and by assessing the maturity profiles of financial assets and liabilities.
The following tables detail the company's remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cashflows of financial liabilities based on the earliest date on which the company can be required to pay. The tables include principal cash flows. The contractual maturity is based on the earliest date on which the company may be required to pay.
39 Capital management Risk management
The Company's objectives when managing capital are to
• safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and
• maintain an optimal capital structure to reduce the cost of capital.
The Company monitors capital using a capital adequacy ratio as prescribed by Reserve Bank of India.
40 Transactions in the nature of change in ownership in other entities
The Company had incorporated a Wholly Owned Subsidiary (WOS), M/s. Arvog Enterprises Limited on 20th October 2023, for providing "Lender Service Provider" (LSP) services. However, due to regulatory and compliance constraints, the said WOS could not start its business operations and therefore the Company sold all of the shares of the said WOS worth of Rs. 1,00,000/- (Rupees One Lac Only) at cost to the related parties (refer note no 33). Thus, the said WOS ceased to be the WOS effective from 13th March, 2024 and, as the WOS did not started its business activities during the subsidiary period, the consolidated financial statements is not applicable.
41 Recent accounting and other pronouncements:
'A) New Standards issued or amendments to the existing standard but not yet effective:
Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time.
As on 31 March 2024, there is no new standard notified or amendment to any of the existing standards under Companies (Indian Accounting Standards) Rules, 2015.
B) other recent pronouncements:
On October 19, 2023, the Reserve Bank of India (RBI) had issued Master Direction - Reserve Bank of India (Non-Banking Financial Company Scale Based Regulation) Directions, 2023. Accordingly, the Company, considering such guidlines have adopted required changes in process, policiesand disclosures.
44 NoteonCovid
The significant increase in economic activities post easing of lockdown by the state governments due to Covid-19 had resulted in improvement in business operations of the Company. The Company's management is continuously monitoring the situation and the economicfactors affecting the operations ofthe Company.
45 ADDITIONAL REGULATORY INFORMATION REQUIRED BYSCHEDULE IIITOTHE COMPANIES ACT, 2013 :
i) Registration of charges or satisfaction with Registrar ofCompanies (ROC)
All charges or satisfaction are registered with ROC within the statutory period for the financial years ended 31 March 2024and31 March 2023. Nochargesorsatisfactionsare yettobe registered with ROCbeyond thestatutoryperiod.
ii) Eventafterreportingdate
There have been no events afterthe reporting date.
iii) Compliance with numberoflayersofcompanies
The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017 for the financial years ended 31 March 2024 and 31 March 2023.
iv) Utilisation of Borrowed funds and share premium
The Company, as part of its normal business, grants loans and advances, makes investment and obtains borrowings from bank and other entities. These transactions are part of Company's normal non-banking finance business, which is conducted ensuringadherencetoall regulatory requirements.
No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has also not received any fund from any parties (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf ofthe Funding Party ("Ultimate Beneficiaries") or provide anyguarantee, securityorthe like on behalf of the Ultimate Beneficiaries.
v) Compliance with approved Scheme(s) of Arrangements
There is no any scheme of Arrangement or Amalgamation initiated or approved by the Board of Directors and / or Shareholders of the Company or competent authority during the year ended 31 March 2024 and 31 March 2023 or in earlieryears.
vi) Undisclosedincome
There arenotransactionswhich have notbeen recorded inthe books ofaccounts.
vii) Title deeds of Immovable Properties not held in nameofthe Company
The Company does not possess any immovable property (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) during the financial year ended 31 March 2024 and 31 March 2023.
ix Details ofCryptoCurrency or Virtual Currency
The Company has not traded or invested in Crypto currency or Virtual currency during the current or preceeding financial year.
x) Details ofBenamiPropertyHeld
No proceedings have been initiated during the financial year or pending as at the end of the financial year against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules madethereunder.
xi) Wilful Defaulter
The Company has not been declared as a wilful defaulter by any bank or financial institution or other lender in the current or preceeding financial year.
xii) Relationship withStruck off Companies
The Company have not entered into any transaction during the current or previous financial year with the companies whose names have been struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956 and there is no outstanding receivable from/payable to such companies as at the end of year.
46 Liquidity risk
Public Disclosure on Liquidity Risk for the year ended 31 March 2024 pursuant to RBI circular no. RBI/2019-20/88 DOR.NBFC (PD ) CC. No.102 /03.10.001 / 2019-20 dated 4 November 2019 on Liquidity Risk Management Framework for Non-Banking Financial Companiesand Core InvestmentCompanies:
vi) Institutional set-up for liquidity risk management
The ultimate responsibility for liquidity risk management rests with the Board of directors, which has established Asset and Liability Management Committee (ALCO) for the management of the Company's short, medium and long- term funding and liquidity management requirements. The ALCO meets regularly to review the liquidity position based on future cash flows. The Company manages liquidity risk by continuously monitoring forecast and actual cash flows and by matching the maturity profiles of financial assets and liabilities. The Company also maintains adequate liquid assets, banking facilities and reserve borrowing facilities to hedge against unexpected requirements.
In order to achive above, the Company also has an Investment Policy to ensure that safety, liquidity and return on the surplus funds are given appropriate weightages and are placed in that order of priority. The Investment Committee frames the strategy, sets the operational parameters and framework within the limits as may be set by the Board for investment. The Committee approaches the Board for revising the limit as and when required. The policy is also reviewed periodically in the background of developments in the money markets and the Investment Committee depending onthe external factors proactively to reducethe risk in the investments. Awell-defined front and backoffice mechanism isin place to ensurea system ofchecksand balances.
Definition of terms as used in the table above:
1) Significant counterparty is defined as a single counterparty or group of connected or affiliated counterparties accounting in aggregate for more than 1% of the NBFC-NDSI's, NBFC-D's total liabilities and 10% for other nondeposit taking NBFCs as defined in RBI Circular RBI/2019-20/88 DOR.NBFC (PD) CC .No.102/03.10.001/2019-20 dated 4 November 2019 on Liquidity Risk Management Framework for Non-Banking Financial Companies and Core Investment Companies.
2) Significant instrument/product is defined as a single instrument/product of group of similar instruments/products which in aggregate amount to more than 1% of the NBFC-NDSI's, NBFC-Ds total liabilities and 10% for other nondeposit taking NBFCs, as defined in RBI Circular RBI/2019-20/88 DOR.NBFC (PD) CC .No.102/03.10.001/2019-20 dated 4 November 2019 on Liquidity Risk Management Framework for Non-Banking Financial Companies and Core Investment Companies.
3) Total Liabilities has been computed assum of all liabilities (Total of Balance Sheet less Total Equity).
4) Public funds include funds raised either directly or indirectly through public deposits, inter-corporate deposits, bank finance and all funds received from outside sources such as funds raised by issue of Commercial Papers, debentures etc. but excludes funds raised by issue of instruments compulsorily convertible into equity shares within a period not exceeding 5 years from the date of issue, as defined in Master Direction - Non-Banking Financial Company - Non SystemicallyImportant Non-DeposittakingCompany(Reserve Bank) Direction, 2016.
5) Other short-term liabilities include all short-term borrowings other than Commercial papers (if any) and Nonconvertible debentureswith original maturity lessthan one year (if any).
6) Theamount stated inthis disclosure is based on the audited financial statements.
Further Guidelines prescribed by Reserve Bank of India vide above circular on Maintenance of Liquidity Coverage Ratio (LCR) isapplicableforall non-deposit taking NBFCs with asset size of Rs. 5,000 crore and above, and all deposit taking NBFCs irrespective of their asset size. As the Company is Non-Systematically Important, Non-Deposit AcceptingNBFC, such guidlines are notapplicableto Company.
51 Disclosure of Penalties imposed by RBIand other regulators Details of Penalties levied by various regulators:
No penalties have been levied by any regulator on the Company for the year ended 31 March 2024 and 31 March 2023.
52 The Company is yet to receive balance confirmations in respect of certain financial assets and financial liabilities. The Managementdoesnotexpectany material difference affecting the current year's financial statementsduetothesame.
53 The financial statements were approved for issue by the Board of Directors on 15 May 2024.
54 The previous year's figures have been recast / regrouped / rearranged wherever considered necessary to conform to the current year presentation.
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