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Usha Financial Services Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 148.90 Cr. P/BV 1.33 Book Value (Rs.) 51.47
52 Week High/Low (Rs.) 168/49 FV/ML 10/800 P/E(X) 11.07
Bookclosure EPS (Rs.) 6.19 Div Yield (%) 0.00
Year End :2024-03 

Your Directors are pleased to present the 28* Annual Report together with the Audited
Financial Statements for the Financial Year ended on
31st March, 2024.

1. PREAMRI.E:

Usha Financial Services Limited (UFSL) was incorporated on 16^ day of May 1995 as a
Private Limited company under Companies Act 1956, registered as a Non-Banking Financial
Company and got the RBI License on 4^ day of January 2003. The Company has converted

i? Pn,vate t0 public vide revised Certificate of Incorporation dated 12.10.2022.

The UFSL Annual Report for 2023-24 covers information on Usha Financial Services
Limited s business segments, along with our associated activities that enable short medium
and long-term value creation.

Vision

To be the market leader and able to empower our customers and businesses to achieve their
inancial goals through innovative, accessible and customer centric solutions, We also
embark upon providing services to unserved sections through financial alliances.

Mission

To provide innovative, reliable, and accessible financial solutions that empowers individuals
and Businesses to achieve their financial aspirations, while maintaining the highest
standards of integrity, customer service, and social responsibility.

MOTO:

"WESUPPORT YOUR GOALS"

Since Inception of this Company, We've been driven by one single, purposeful GOAL¬
INVESTING IN THE SMALLEST DREAMS.

The period under report comprises from the date of 1st April 2023 to 31* March 2024
2.
FINANCIAL RESULTS

The Financial performance of your Company for the Financial Year ended on 31* March,
2024 and the corresponding figures for the last year is summarized below:

(Amount in Lakhs)

Particulars

Year Ended
31.03.2024

Year Ended
31.03.2023

Revenue from Operations

6,322.20

4,508.17

Other Income

73.85

55.56

Less: Total Expenditure

4,691.65

3,175.23

Profit before Tax

1,704.40

1,388.50

Less: Provision for Taxation (Including Current tax

425.49

360.07

Deferred Tax & Income Tax of earlier Years’!

Profit after Tax

1,278.91

1,028.43

Provision for transfer to Statutory Reserve Fund (RBI
Norms)

255.78

205.69

Balance carried to Balance Sheet

1,023.12

822.74

3. RESERVE & SURPLUS

The balance of profit & loss account is Rs. 3777.69 Lakhs as at 31st March, 2024 which was
increased by Rs. 1023.13 Lakhs as compared to the previous financial year. The balance of
Securities Premium is Rs. 4793.02 lakhs as on 31* March 2024 which was increased by Rs.
933.6 lakhs as compared to the previous financial year.

The aggregate amount of Rs. 9544.12 lakhs was transferred to the balance sheet.

4. STATUTORY RESERVE FUND:

During the year, the Company has transferred Rs. 255,78 Lakhs being 20% of Net Profits to
the Statutory Reserve in accordance with the provisions of Section 45-IC of Reserve Bank
of India Act, 1934.

5. PROVISION FOR STANDARD ASSETS:

The Company has transferred Rs. 73.99 Lakhs during the year at the rate of 0.25% as a
provision for Standard Assets.

6. MAIOR EVENTS DURING THE YEAR

No such major event occurred in the Company during the period under review. However,
some changes made in the board of directors or key managerial personnel (KMPs) of the
company as provided under the respective heading.

7- MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCOJRREP BETWEEN THE END OF THE
FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF
THIS REPORT:

The following changes have occurred between the end of the financial year to which the
financial statements relate and the date of this Report but their impact on financial position
of the company is not determinable:

1. The Company is planning to get its securities listed for the first time on the SME portal of
National Stock Exchange of India Limited (NSE). Accordingly, the Initial Public Offering
(IPO) had been approved by the Board of Directors of the Company in the meeting held
on 02nd day of July, 2024. The Members of the Company approved the same in the
Extraordinary General Meeting held on 04th day of July, 2024. Subsequently, the
Company has filed Draft Red Herring Prospectus (DRHP) on SME portal of NSE on 11th
day of July, 2024 for seeking in principal approval and also applied for the approval from
the other respective authorities. The approval of the same is still awaited.

2. The Company has issued and allotted 52,92,541 Equity shares as Bonus shares. The
Board of Directors of the Company approved the issue in the Board meeting dated 01st
day of June, 2024 and the same had been approved by the members of the Company in
the Extraordinary General Meeting held on 03^ day of June, 2024. The allotment has
been approved by the Board of Directors in the meeting held on 12^ day of June, 2024.

3. The Board of Directors of the Company has approved the constitution of the following
committees in their meeting dated 02nd day of July, 2024:

• Stakeholder Relationship Committee and ‘

• Initial Public Offering Committee of the Company

4. The re-constitution of the following committees was also approved by the Board of
Directors of the Company in their meeting dated 02nd day of July, 2024:

• Audit Committee,

• Nomination and Remuneration Committee

• Risk Management committees

5. The Board of Directors consented to adopt new set of Article of Association of the
Company and same had been approved in the Board meeting of the Company held on
02nd day of July, 2024.

6. The Board of Directors consented for the change in the existing logo of the Company
from "USHA FINANCIAL" with our tag line “We Support Your Goals" to "UFSL" with our
tag line "We Support Your Goals” in the Board meeting of the Company held on 02nd day
of July, 2024.

8. CHANGE IN THE NATURE OF BIISINKSS

There has been no change in the nature of the business of the Company during the financial
year ended March 31,2024.

9. STATE OF AFFAIRS AND PERFORMANCE REVIEW OF THE COMPANY

The Company is carrying out the business as Non-Banking Finance Company without
accepting any Public Deposits for which the Certificate of Registration [RBI B-14.02818
dated 04.01.2003] has been obtained from Reserve Bank of India, New Delhi.

• Company's Net Worth has surpassed Rs. 10000 Lakhs in FY 2023-24

• Gross revenue from operations of the Company grew by 28.65% to Rs. 6,322.20 Lakhs in
FY 2023-24, company's profitability increased as well.

• PAT stands at Rs. 1278.91 Lakhs that represents 24.36% growth from FY 22-23

• The aggregate gross loan portfolio [GLP] of the Company stood at Rs. 30695.73 Lakhs as
on 31st March, 2024.

• The Company has disbursed the loans of Rs. 31255.43 lakhs during FY 2023-24 that
includes Electric Vehicle Loans, Agri- Loans and loans to Women Entrepreneur

• Company's capital adequacy ratio comfortably stands at 33.03% [against 15%
prescribed by RBI]

• Company's Leverage Ratio stands at 2.15 times [against 7 times prescribed by RBi]

• The Company has operations spread on PAN India.

10. DEPOSITS:

The provisions of the Companies Act, 2013 related to the deposits are not applicable to a
non-banking financial company as defined in the Reserve Bank of India Act, 1934 [2 of
1934] registered with the Reserve Bank of India. Therefore, it is not applicable.

11. DIVIDEND

In order to undertake and carry on future plans, it is necessary to conserve the resources.
Therefore, the Directors are of the opinion of retaining the profits for the year within the
Company, and thus have not recommended any dividend on equity shares for the year
ended March 31,2024.

12. NUMBER OF MEETINGS OF THE BOARD

During the year under review, the Board of Directors of the Company met 12 [Twelve] times
during the Financial Year ended March 31, 2024 that are mentioned below;

28.04.2023 27.05.2023 20.06.2023 05.07.2023

10.07.2023 11.08.2023 16.09.2023 25.10.2023

18.12.2023 03.02.2024 02.03.2024 28.03.2024

The details of attendance of each Director at the Board Meeting and Annual General Meeting
are given below:

Name of Directors

Number of Board
Meeting held
during the year

Number of Board
Meeting attended
during the year

Attended the
previous AGM
(Yes or No]

Mr. Rajesh Gupta

12

12

YES

Mr. Anoop Garg

12

12

YES

Ms. Geeta Goswami

12

12

YES

Mr. Gauri Shanker

12

10

YES

Mr. Bhupinder Nayyar*

0

0

NO

Mrs. Nupur Gupta

12

12

YES

Mr. Arvind Jain

10

8

NO

* Mr. Bhupinder Nayyar resigned from the directorship with effect from 27.04.2023.

13. THE BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL APPOINTED OR
RESIGNED DURING THE YEAR:

As on 31.03.2024, the composition of the Board of Directors and KMP is as follows:

S.

No.

Name

Designation

DIN/ Mem.
No.

Date of
Appointment

Date of
Cessation,
if any

1.

Mr. Rajesh Gupta

Managing

Director

01941985

18.03.2015

NA

2.

Mr. Anoop Garg

Executive

Director

01941972

15.06.2015

NA

3.

Ms. Geeta Goswami

Executive

Director

07810522

03.05.2017

NA

4.

Ms. Nupur Gupta

Non-Executive

Director

09305281

10.08.2022

NA

5.

Kritika

Company

Secretary

ACS65161

03.02.2024

NA

The following changes have taken place in the composition of the Board of Directors and

KMP during the financial year 2023-24:

1. Mr. Bhupinder Nayyar has resigned as an Independent Director of the Company with
effect from 27.04.2023.

2. Mr. Rajesh Gupta, Director of the Company having DIN: 01941985 was appointed as the
Managing Director of the Company by the Board of Directors on Board Meeting held on
27th day of May, 2023 and same was also approved in the General Meeting dated

12.06.2023 for a period of. 5 years effective from 12.06.2023.

3. Mr. Arvind Kumar Jain has been appointed as an additional director by the Board of
Directors in their meeting held on 27.05.2023 and the same was regularized as an
Independent director in the Extra-ordinary general meeting dated 12.06.2023.

4. Ms. Neha Sharma, Company Secretary of the Company having Membership No.: A57676
resigned from her designation as Company Secretary with effect from 20th day of

January, 2024 and Ms. Kritika was appointed as new Company Secretary of the Company
having Membership No.: A65161 by the Board of Directors in Board Meeting held on
03 rd day of February, 2024 with immediate effect.

5. Mr. Arvind Jain and Mr. Gauri Shankar, Independent Directors of the Company have
tendered his resignation vide letter dated 02nd day of March, 2024 and same is accepted
by the Company in the meeting of Board of Directors of the Company held on 28th day of
March, 2024.

Further, all the Directors of the Company have confirmed that they are not disqualified to
act as Director in terms of Section 164 of the Companies Act, 2013.

Some changes also occurred after the closure of the financial year till the date of this report.
The details of such changes are as follows:

1. Ms. Kritika, Company Secretary of the Company having Membership No.: A65161 was
appointed as the Compliance Officer of the Company by the Board of Directors in the
Board Meeting held on 01st day of June, 2024 with immediate effect.

2. Mr. Prashant Raghuwanshi was appointed as Chief Financial Officer (CFO] of the
Company by the Board of Directors in the Board Meeting held on 01st day of June, 2024
with immediate effect.

3. Ms. Nimisha Jain (DIN: 10651632) and Mr. Pankaj Jain (DIN: 00257801) were appointed
as Independent Directors of the Company by the Board of Directors in the Board
meeting held on 07th day of June, 2024 and the same had been approved by the
members of the Company in the Extraordinary Genera! Meeting held on 10th day of June,
2024 with immediate effect.

4. Ms. Geeta Goswami, Director of the Company having DIN: 07810522 was appointed as
the Chief Executive Officer of the Company by the Board of Directors in the Board
meeting held on 12th day of June, 2024 without any variation in the terms and conditions
like remuneration etc.

RETIREMENT BY ROTATION OF THE DIRECTORS

Further, according to the provisions of Section 152(6) the Companies Act, 2013 and the
Articles of Association of the Company, Mrs. Geeta Goswami, Director, is liable to retire
by rotation at the ensuing Annual General Meeting and being eligible have offered
herself for reappointment.

14. STATEMENT ON DECLARATION FROM INDEPENDENT DIRECTORS:

All Independent Directors have confirmed to the Board that they meet the criteria of
independence as specified under Section 149(6) of the Companies Act, 2013 and that they
qualify to be independent directors pursuant to the Rule 5 of the Companies (Appointment
and Qualification of Directors) Rules, 2014. The above confirmations were placed before the
Board at its meeting held on April 28, 2023 and duly noted. It is in the opinion of the Board
that the Independent Directors possess relevant expertise, qualifications and experience in
the fields of strategy, finance, people management, risk advisory, financial services,
investment and they hold the highest standards of integrity.

15. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT-QE
REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration
Committee are applicable to the Company and same had been constituted by the Board. The
Constitution of the Nomination and Remuneration Committee is as follows:

SL. NO.

NAME OF DIRECTOR

DESIGNATION

1.

Ms. Nupur Gupta

Director

2.

Mr. Gauri Shankar

Independent Director

3.

Mr. Arvind Jain

Independent Director

* Mr. Gauri Shankar and Mr. Arvind Jain resigned from the directorship of the company w.e.f
28.03.2024. Thereafter, the committee reconstituted in the board meeting dated 02.07.2024
after appointment of independent directors.

1ft- RISK MANAGEMENT POLICY:

The Company has laid down a comprehensive Risk Assessment and Minimization Procedure
which is reviewed by the Board from time to time. The Board of Directors has adopted the
Risk management policy which sets out the framework for the management of risks faced by
the Company in the conduct of business to ensure that all business risks are identified,
managed and monitored.

17. SUBSIDIARY. [PINT-VENTURE AND ASSOCIATE COMPANY:

The Company doesn’t have any Subsidiary, Joint Venture and Associate Companies during
the year under review.

1 H. DFTAII.S OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS.
COURTS AND TRIBUNALS:

There are no significant and material orders passed by the regulators or courts or any
tribunals during the year under review which has an impact on the Going Concern status
and Company’s operations in future.

19. CAPITAL STRUCTURE:

The company has issued only one kind of shares i.e. equity shares. The summary of
authorized, issued, subscribed and paid-up capital of the company is as follows:

Authorized equity share capital:

The Authorized equity share capital of the company remains unchanged during the year
under review. The authorized share capital as on 31st March, 2024 is Rs. 26,00,00,000/-
(Rupees Twenty-Six Crore Only) divided into 2,60,00,000 equity shares of Rs. 10/- (Rupees
ten) each.

Subscribed, Issued and Paid-up equity share capital;

The subscribed, issued and paid-up equity share capital at the beginning of the year was Rs.
9,41,80,900/- (Rupees Nine Crores Forty-One Lakhs Eighty Thousand and Nine
Hundred Only)
which comprises of 94,18,090 equity shares of Rs. 10/- (Rupees Ten Only)
each fully paid up. Total number of shares issued and allotted during the year was
11,67,000/- (Eleven Lakhs sixty Seven Thousand Only) equity shares. At the end of the year,
the subscribed, issued and paid-up equity share capital is
Rs. 10,58,50,900/- (Rupees Ten
Crores, Fifty-Eight Lakhs Fifty Thousand and Nine Hundred Only)
comprising of
1,05,85,090 equity share of Rs. 10/- (Rupees Ten Only) each.

Durinv the vear under review, the following allotments were made:

Date of
Allotment

No of shares
Allotted

Nominal Value
per share (In Rs.)

Premium per
share (In Rs.)

Mode of Allotment

12.06.2023

36000

10/-

80/-

Preferential Allotment

05.07.2023

581000

io/-

80/-

Preferential Allotment

10.07.2023

550000

10/-

80/-

Preferential Allotment

20. DEBENTURE STRUCTURE:

During the year under review, the Company had issued one Debenture Series namely "Series
K" through private placement and allotted the same. The details are herein below:

Series

No. of Debenture

Aggregate Amount [in Rs)

K

500

5,00,00,000/-

As per the provisions of the Companies Act, 2013 and other applicable laws, the Company
has appointed
MITCON Credentia Trusteeship Services Limited through its authorized
representative(s) to act as Trustee for the Debenture holders ["Trustees") for "Series K".

The details of outstanding debentures as on the date of this report are as follows:

Series

No. of Debenture

Aggregate Amount fin Rs)

I

700

6,39,00,000/-

J

650

6,50,00,000/-

K

500

5,00,00,000/-

21. STATUTORY AUDITORS:

M/s K R A & Co., Chartered Accountants [Firm Registration No. 020266N) had been
appointed as the Statutory Auditor of the Company in the 27th Annual general Meeting to
hold office for a period of five [5] years from the conclusion of 27th Annual General Meeting
till the conclusion of the 31st Annual General Meeting of the Company.

The Auditors have confirmed that they are not disqualified from being appointed as a
Statutory Auditors of the Company. The Auditor has also furnished a declaration confirming
their independence as well as their arm’s length relationship with the Company, The Audit
and Risk Management Committee reviews the independence and objectivity of the auditor
and effectiveness of the audit process.

22. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION.
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITORS OF
THE COMPANY:

The observation made in Auditors’ Report given by M/s. K R A & Co., Chartered Accountants
are self-explanatory and do not contain any reservation, qualification or adverse remarks.
Therefore, needs no further clarification/ explanations as required under Section 134 of the
Companies Act, 2013.

Also, the provisions of Section 204 of the Companies Act, 2013 relating to submission of
Secretarial Audit Report is not applicable to the Company.

23. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has Complied with the applicable Secretarial Standards [as amended from
time to time) on meetings of the Board of Directors [SS-1) and Secretarial Standards on
General Meeting [SS-2) for the Financial Year ended on 31st March, 2024 issued by The
Institute of Company Secretaries of India and approved by Central Government under
section 118[10) of the Companies Act, 2013.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year ended March
31, 2024, were on an arm's length basis and were in the ordinary course of business.
Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted.

There are no materially significant related party transactions during the financial year
under review made by the Company with Promoters, Directors, or other designated persons
which may have a potential conflict with the interest of the Company at large. Disclosure
required as per Form AOC-2 is attached as
"Annexure I".

However, the disclosure of transactions with related parties for the financial year, as per
Accounting Standard -18 Related Party Disclosures is given in Note to the Balance Sheet as
on March 31, 2024.

25. WEB LINK OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2018, the
Company is having website www.ushafinancial.com and annual return of Company has been
published on such website. Link of the same is given below:

https://www.ushafinancial.com/

26. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Your Company has the policy of giving back to the society and has carried a host of CSR
activities this year in accordance with the requirement of Section 135 of the Companies Act,
2013. In compliance with Section 135 and amendments in the Companies Act, 2013 read
with the Companies (Corporate Social Responsibility Policy) Rules, 2014, there is no need to
constitute corporate social responsibility committee if contribution amount is up to Rs.
50,00,000/- (Rupees Fifty Lakhs Only). Therefore, the Company is allowed to contribute to
CSR activities by approval of Board of Directors only.

As per the provisions of Companies Act, 2013, company has to contribute 2% of the average
net profit of last 3 Financial year in CSR activities, hence the budget for CSR activities is Rs.
17,08,265.84/- (Rupees Seventeen Lakhs Eight Thousand Two Hundred Sixty- Five and
Eight Four Paisa Only) on CSR activities and the same has been spent on the areas
mentioned under Schedule VII of Companies Act 2013.

The Brief Outline of CSR Policy and initiatives undertaken during the year has been annexed
as
'Annexure - II' to the Directors' Report

27. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENT UNDER SECTION 186:

Pursuant to Section 186 of the Companies Act, 2013 and Rules made thereunder, requiring
disclosure in the Financial Statements of the full particulars of the loans made and
guarantees given or securities provided by a Non- Banking Financial Company in the
ordinary course of its business and the purpose for which the loan or guarantee or security
is proposed to be utilized by the recipient of the loan or guarantee or security are exempted
from disclosure in the Annual Report. Further, the details of investments made by the
Company are given in the Notes to the Financial Statements.

28. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The policies and procedures adopted by your Company taken into account the design,
implementation and maintenance of adequate internal financial controls, keeping in view
the size and nature of the business. The internal financial controls ensure the orderly and
efficient conduct of its business. The controls encompass safeguarding of your Company s
assets, strict adherence to policies, and prevention and detection of frauds and errors
against any unauthorized use or disposition of assets and Misappropriation of funds. These
controls help to keep a check on the accuracy and completeness of the accounting records
and timely preparation of reliable financial disclosures.

29. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN AND OUTGO:

The particulars required under Section 134(3}(m) of the Companies Act, 2013 read with
Rules 8 of the (Accounts] Rules 2014 in respect of conservation of energy and technology
absorption are provided hereunder:-

a. Conservation of energy-

(i) the steps taken or impact on conservation of energy;-NA

(ii) the steps taken by the company for utilising alternate sources of energy;-NA

(iii) the capital investment on energy conservation equipments,--NA

b. Technology absorption-

(i] the efforts made towards technology absorption;-NA

(ii] the benefits derived like product improvement, cost reduction, product development
or import substitution;-NA

(iii] in case of imported technology (imported during the last three years reckoned from
the beginning of the financial year]

(a] the details of technology imported;-NA

(b] the year of import;-NA

(c] whether the technology been fully absorbed;-NA

(d] if not fully absorbed, areas where absorption has not taken place, and the
reasons thereof; -NA

(iv] the expenditure incurred on Research and Development-NA

c. Foreign exchange earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows during the year is NIL and the
Foreign Exchange outgo during the year in terms of actual outflows is NIL.

80. COMPLIANCE WITH RBI GUIDELINES:

The Company being an NBFC has complied with all applicable regulations of the Reserve
Bank of India for Non-deposit taking NBFC, As per the Reserve Bank of India (Non-Banking
Finance Companies] Directions, 1998, the Directors hereby report that the Company did not
accept any public deposits during the year and did not have any public deposits outstanding
at the end of the year.

81. ronr of conduct, transparency and client protection

The Company has fully implemented the Reserve Bank of India's Fair Practice Code and also
adopted the unified Code of Conduct of Usha Financial Services Limited.

82. PARTICULARS OF EMPLOYEES

The provisions of Rule 5(2] & 5(3] of the Companies (Appointment and Remuneration of
Managerial Personnel] Rules, 2014 are not applicable, as there are no such employee who

were drawing / in receipt of remuneration of prescribed amount during the period under
review.

33. REPORTING OF FRAUDS BY AUDITORS:

During the period under review, the Statutory Auditors have not reported to the Board or
Central Government any instances of material fraud in the Company by its officers or
employees under Section
143(12) of the Companies Act, 2013 as no fraud was committed by
the company at any time.

34. SEXUAL HARASSMENT POLICY FOR WOMEN UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE fPREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is in compliance with the Sexual Harassment of Women at workplace
(Prevention, Prohibition and Redressal) Act, 2013 and has adopted a policy on Sexual
Harassment to prohibit, prevent or deter any acts of sexual harassment at workplace and to
provide the procedure for the redressal of complaints pertaining to sexual harassment,
thereby providing a safe and healthy work environment.

CONSTITUTION OF COMMITTEE - SEXUAL HARASSMENT AT WORKPLACE

The Sexual harassment of women at workplace (prevention, prohibition and Redressal) Act,
2013 requires an employer to set up an 'internal complaints committee' ("ICC") at each
office or branch, of an organization, to hear and redress grievances pertaining to sexual
harassment. The Company has constituted the same and complied with the provisions
relating to Constitution of internal complaints committee' under Sexual Harassment of
Women at Workplace [Prevention, Prohibition and Redressal) Act, 2013.

Further, during the year under review, no case was filed under the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

35. MAINTENANCE OF COST RECORDS:

The nature of Company's business/ activities is such that maintenance of cost records under
Section 148 (1) of the Companies Act, 2013 is not applicable to the Company.

36. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2Q16:

No application or proceeding was initiated in respect of the Company in terms of Insolvency
and Bankruptcy Code 2016.

37. DETAILS OF DIFFERENCE RET WEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LO
AN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF,

During the year under review, there were no transactions or events with respect to the One¬
time settlement with any bank or financial institution, hence no disclosure or reporting is
required.

38. DIRECTOR'S RESPONSIBILITY STATEMENT:

In accordance with Clause (C) Of Sub-Section (3) Of Section 134 of the Companies Act, 2013
the Directors would like to inform the Members that the Audited Accounts for the financial
year ended March 31, 2024, are in full conformity with the requirement of the Companies
Act, 2013. The Financial Accounts are audited by the Statutory Auditors, M/s K R A & Co.,
Chartered Accountants (Firm Registration No. 020266N). The Board of Directors of the
company further confirmed the members 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 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 devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

The Board expresses its sincere gratitude to the shareholders, bankers and clients for their
continued support. The Board also wholeheartedly acknowledges with thanks the dedicated
efforts of all the staff and employees of the Company.

FOR AND ON BEHALF OF THE BOARD
USHA FINANCIAL SERVICES LIMITED

Cgma (Xtffvimii :-v

Managing Director Director and CEO

DIN: 01941985 DIN:07810522

Address: B-191, Yojna Vihar, Address: A-236,1st Floor, Block-A,

Delhi 110092 Opposite Angel mall, Kaushambi,

Vasundhra, Ghaziabad- 201012, UP

DATE: Ý 202-^ DATE: 3 0.- Z 02.

PLACE: DELHI PLACE: DELHI


 
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