Authum Infra - PPT
Authum Infra - PPT
To,
Department of Corporate Relationship The Calcutta Stock Exchange Limited
BSE Ltd. 7, Lyons Range, Murgighata, Dalhousie,
Phiroze Jeejeebhoy Towers, Kolkata, West Bengal - 700 001.
Dalal Street, Fort, Mumbai – 400 001. Scrip Code: 011262
Scrip Code: 539177
In compliance with Regulation 30 and 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, please find enclosed the Annual Report for the financial
year 2022-23 along with Notice of the 41st Annual General Meeting to be held on
Wednesday, September 27, 2023 at 4:00 P.M. (IST) through Video Conferencing (“VC”)
/ Other Audio Visual Means (“OAVM”) without the physical presence of the Members.
This is in compliance with the General Circular Nos. 2/2022 dated May 5, 2022, 19/2021
dated December 8, 2021, 2/2021 dated January 13, 2021, 20/2020 dated May 5, 2020,
read with General Circular Nos. 17/2020 dated April 13, 2020 and 14/2020 dated April 8,
2020 and any updates thereto (referred as "MCA Circulars") and applicable provision of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations") and SEBI Circular no. SEBI/ HO/CFD/CMD1/CIR/P/2020/79 dated May 12,
2020 and SEBI Circular no. SEBI/HO/CFD/CMD2/ CIR/P/2021/11 dated January 15, 2021
and SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 and any update thereto
("SEBI Circulars").
In accordance with the aforesaid MCA Circulars and SEBI Circular, the Annual Report
together with the Notice of the AGM is being dispatched by electronic mode to those
Shareholders whose email addresses are registered with the Company/ Depository
Participants.
RESOLVED FURTHER THAT in the event that Equity Shares are accordance with the terms of the offering) shall rank pari
issued to qualified institutional buyers under Chapter VI of passu with the existing Equity Shares of the Company in all
the SEBI ICDR Regulations: respects.
(i) the allotment of the Securities shall be completed RESOLVED FURTHER THAT without prejudice to the generality
within 365 days from the date of passing of the special of the above, subject to applicable laws and subject to
resolution by the members of the Company; approvals, consents, permissions, if any, of any governmental
body, authority or regulatory institution including any
(ii) the Equity Shares to be offered, issued and allotted shall
conditions as may be prescribed in granting such approvals
be subject to the provisions of the memorandum of
or permissions by such governmental body, authority or
association and articles of association of the Company
regulatory institution, the Board be and is hereby authorised
and shall rank pari passu in all respects with the existing
to finalise the structure of the proposed Securities and all
Equity Shares;
the terms and conditions in respect thereof and further, the
(iii) no partly paid-up Equity Shares or other Securities shall Board, in its absolute discretion, be and is hereby authorised
be issued / allotted; to dispose of such Securities that are not subscribed in such
manner as it may deem fit.
(iv) the issuance of the Securities by way of the QIP shall
be made at such price that is not less than the price RESOLVED FURTHER THAT the Board be and is hereby
determined in accordance with the pricing formula authorized to appoint lead manager(s), underwriter(s),
provided under Regulation 176(1) of the SEBI ICDR depositories, custodian(s), registrar(s), banker(s), lawyer(s),
Regulations ("QIP Floor Price"), and the price determined advisor(s) and all such agencies as are or may be required
for the QIP shall be subject to appropriate adjustments to be appointed, involved or concerned in the issue and
as per the provisions of the SEBI ICDR Regulations, as allotment of securities and to remunerate them by way of
may be applicable. commission, brokerage, fees or the like and also to reimburse
them out of pocket expenses incurred by them and also to
(v) The minimum number of allottees shall be in accordance
enter into and execute all such arrangements, agreements,
with the SEBI ICDR Regulations; and
memoranda, documents, etc. with such agencies.
(vi) the Company shall not undertake any subsequent QIP
RESOLVED FURTHER THAT the Board be and is hereby
until the expiry of two weeks from the date of the QIP to
authorised to negotiate, modify, sign, execute, register,
be undertaken pursuant to this special resolution.
deliver including sign any certifications, declarations
RESOLVED FURTHER THAT in the event that convertible required in connection with the private placement offer
securities and/or warrants which are convertible into letter, information memorandum, draft prospectus,
Equity Shares of the Company are issued along with non- prospectus, draft offer document, abridged prospectus, offer
convertible debentures to qualified institutional buyers letter, offer document, offer circular or placement document
under Chapter VI of the SEBI ICDR Regulations, the relevant for issue of the Securities, term sheet, issue agreement,
date for the purpose of pricing of such securities, shall be registrar agreement, escrow agreement, underwriting
the date of the meeting in which the Board decides to open agreement, placement agreement, consortium agreement,
the issue of such convertible securities and/or warrants trustee agreement, trust deed, subscription agreement,
simultaneously with non-convertible debentures and such purchase agreement, agency agreement, agreements with
securities shall be issued at such price being not less than the depositories, security documents, and other necessary
the price determined in accordance with the pricing formula agreements, memorandum of understanding, deeds,
provided under Chapter VI of the SEBI ICDR Regulations. general undertaking/indemnity, certificates, consents,
communications, affidavits, applications (including those to
RESOLVED FURTHER THAT the issue to the holders of the be filed with the regulatory authorities, if any) as applicable
Securities, which are convertible into or exchangeable with (the “Transaction Documents”) (whether before or after
Equity Shares at a later date shall be, inter alia, subject to execution of the Transaction Documents) together with all
the following terms and conditions: other documents, agreements, instruments, letters and
a. In the event the Company is making rights offer by issue writings required in connection with, or ancillary to, the
of Equity Shares prior to the allotment of the Equity Transaction Documents (the Ancillary Documents) as may be
Shares, the entitlement to the Equity Shares will stand necessary or required for the aforesaid purpose including
increased in the same proportion as that of the rights to sign and/or dispatch all forms, filings, documents and
offer and such additional Equity Shares shall be offered notices to be signed, submitted and/ or dispatched by it
to the holders of the Securities at the same price at which under or in connection with the documents to which it is
the same are offered to the existing shareholders; and a party as well as to accept and execute any amendments
to the Transaction Documents and the Ancillary Documents
b. In the event of merger, amalgamation, takeover or and further to do all such other acts, deeds mentioned
any other reorganisation or restructuring or any such herein as they may deem necessary in connection with the
corporate action, the number of Equity Shares, the issue of the Securities in one or more tranches from time to
price and the time period as aforesaid shall be suitably time and matters connected therewith and the utilisation of
adjusted; the issue proceeds in such manner as may be determined by
RESOLVED FURTHER THAT in pursuance of the aforesaid the Board, subject however, to applicable laws, and to take
resolution the Equity Shares that may be issued by the such actions or give such directions as may be necessary
Company (including issuance of the Equity Shares pursuant or desirable and to obtain any approvals, permissions,
to conversion of any Securities, as the case may be in sanctions which may be necessary or desirable, as it may
RESOLVED FURTHER THAT consent of the Members of the Company be and is hereby accorded for ratification of the aforesaid
related party transactions already entered into by Company, if any exceeding the threshold limits as specified in Rule 15(3)
of the Companies (Meetings of Board and its Powers) Rules, 2014 and which are material in nature in terms of Regulation 23
(1) of SEBI Listing Regulations, 2015.
RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to do all such acts and take all such steps as
may be necessary, proper and expedient to give effect to this resolution.
only. To facilitate shareholders to receive this notice (i) The voting period begins on Sunday, September 24,
electronically and cast their vote electronically the 2023 (9:00 A.M.) and ends on Tuesday, September 26,
members who have not registered their email addresses 2023 (5:00 P.M.). During this period shareholders’ of the
with the company can get the same registered with the Company, holding shares either in physical form or in
company by sending their email addresses with their dematerialized form, as on the cut-off date (record date)
full name, Folio no. and holdings at [email protected]. of September 20, 2023 may cast their vote electronically.
The e-voting module shall be disabled by CDSL for voting
Post successful registration of the email, the shareholder
thereafter.
would get soft copy of the notice and the procedure for
e-voting along with the User ID and Password to enable (ii) Shareholders who have already voted prior to the
e-voting for this AGM. In case of any queries, shareholder meeting date would not be entitled to vote at the
may write to [email protected]. meeting venue.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password
option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through
Depository i.e. CDSL and NSDL
Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual
shareholders in demat mode.
(v) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual
holding in Demat form.
1) The shareholders should log on to the e-voting website www.evotingindia.com.
2) Click on “Shareholders” module.
3) Now enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
4) Next enter the Image Verification as displayed and Click on Login.
5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting
of any company, then your existing password is to be used.
6) If you are a first-time user follow the steps given below:
For Physical shareholders and other than individual shareholders holding shares in
Demat.
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for
both demat shareholders as well as physical shareholders)
Shareholders who have not updated their PAN with the Company/Depository
Participant are requested to use the sequence number sent by Company/RTA or
contact Company/RTA.
Individual Shareholders Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in
holding securities in your demat account or in the company records in order to login.
Demat mode with NSDL
If both the details are not recorded with the depository or company, please enter the
member id / folio number in the Dividend Bank details field.
(vi) After entering these details appropriately, click on (x) On the voting page, you will see “RESOLUTION
“SUBMIT” tab. DESCRIPTION” and against the same the option “YES/
NO” for voting. Select the option YES or NO as desired.
(vii) Shareholders holding shares in physical form will then
The option YES implies that you assent to the Resolution
directly reach the Company selection screen. However,
and option NO implies that you dissent to the Resolution.
shareholders holding shares in demat form will now
reach ‘Password Creation’ menu wherein they are (xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view
required to mandatorily enter their login password in the entire Resolution details.
the new password field. Kindly note that this password
(xii) After selecting the resolution, you have decided to
is to be also used by the demat holders for voting for
vote on, click on “SUBMIT”. A confirmation box will be
resolutions of any other company on which they are
displayed. If you wish to confirm your vote, click on
eligible to vote, provided that company opts for e-voting
“OK”, else to change your vote, click on “CANCEL” and
through CDSL platform. It is strongly recommended not
accordingly modify your vote.
to share your password with any other person and take
utmost care to keep your password confidential. (xiii) Once you “CONFIRM” your vote on the resolution, you
will not be allowed to modify your vote.
(viii) For shareholders holding shares in physical form, the
details can be used only for e-voting on the resolutions (xiv) You can also take a print of the votes cast by clicking on
contained in this Notice. “Click here to print” option on the Voting page.
(ix) Click on the EVSN for “Authum Investment and (xv) If a demat account holder has forgotten the login
Infrastructure Limited”. password then Enter the User ID and the image
(East), Mumbai - 400013 or send an email to helpdesk. shall be placed on the Company’s website www.authum.
[email protected] or call toll free no. 1800 22 55 com and on the website of CDSL. The results shall be
33. simultaneously communicated to the Stock Exchanges,
where the shares of the Company are listed.
16. General Guidelines for shareholders:
(a) The Company has appointed Mr. Mayank Arora (FCS 17. Book Closure:
10378 & CP 13609) partner of M/s. Mayank Arora and The Register of Members and the Share Transfer Books
Co., Company Secretaries, to act as the Scrutinizer for of the Company will remain closed from Wednesday,
conducting the remote e-Voting and the voting process September 20, 2023 to Wednesday, September 27,
at the AGM in a fair and transparent manner. 2023 (both days inclusive).
(b) Any person, who acquires shares of the Company and 18. Members holding shares in electronic form must send
becomes Member of the Company after the Company the advice about change in address to their respective
sends the Notice of this AGM by email and holds shares Depository Participant only and not to the Company or
as on the cut-off date i.e. September 20, 2023 may the Company’s Share Registrars and Transfer Agents.
obtain the User ID and password by sending a request
19. The Securities and Exchange Board of India (SEBl)
to CDSL at [email protected]
has mandated the submission of Permanent Account
(c) The Members whose names appear in the Register of Number (PAN) by every participant in the securities
Members / list of Beneficial Owners as on September market. Members holding shares in electronic form are,
20, 2023 (‘cut-off date’) are entitled to vote on the therefore, requested to submit their PAN details to their
resolutions set forth in this Notice. Person who is not respective Depository Participants with whom they are
member as on the said date should treat this Notice for maintaining their demat account.
information purpose only.
20. Notice of the Annual General Meeting and the Annual
On submission of the report by the Scrutinizer, the result Report are available on the website of the Company at
of voting at the meeting and remote e-Voting shall be www.authum.com.
declared. The Results along with the Scrutinizer’s Report
and other relevant factors and will be in accordance with the or its committee in its sole discretion in consultation with
terms approved by the Members in the proposed resolution. the advisors, lead managers, underwriters and such other
authority or authorities as may be necessary considering
In case of a Qualified Institutional Placement (QIP), the
the prevailing market conditions and in accordance with the
price at which the Securities shall be allotted to qualified
applicable provisions of law and other relevant factors.
institutional buyers will not be less than the price determined
in accordance with the pricing formula in terms of the This resolution will enable the Board of the Company to
Securities and Exchange Board of India (Issue of Capital and raise monies, as and when required during the period of one
Disclosure Requirements) Regulations, 2018 (the SEBIICDR year commencing from date of passing of the resolution as
Regulations). The relevant date for the purpose of pricing proposed above.
of the Equity Shares shall be the date of the meeting in
The above proposal is in the interest of the Company, and
which the Board decides to open the issue of Equity Shares
the Board of the Company thus recommends the resolution
and the Equity Shares shall be issued at such price being
at Item No. 5 for approval of the Members of the Company as
not less than the price determined in accordance with the
Special Resolution.
pricing formula provided under Chapter VI of the SEBI ICDR
Regulations. The resolution enables the Board to offer such None of the Directors, Key Managerial Personnel or their
discount as permitted under applicable law on the price relatives are, in any way, concerned or interested, financially
determined pursuant to the SEBI ICDR Regulations. The or otherwise, in this resolution except to the extent of their
Board may, at its absolute discretion, decide the pricing for shareholding in the Company.
the equity shares to be issued upon exercise of the warrants
in the QIP, subject to the SEBI ICDR Regulations. ITEM NO. 6
The Company may also raise funds through issuance of Pursuant to Section 188 and other applicable provision of
debt Securities. As per the provisions of the Companies Act, the Companies Act, 2013 (“Act”) read with the applicable
2013, the Companies are not required to seek shareholders’ rules issued under the Act, Regulation 23 of Securities and
approval for issuance of debt Securities in case the issue Exchange Board of India (Listing Obligations and Disclosure
is within the borrowing limit under Section 180(1)(c) of the Requirements) Regulations, 2015 read with amendment
Companies Act, 2013. thereof (“SEBI Listing Regulations”) and the Company’s Policy
on dealing with Related Party Transactions of the Company
None of the promoters and the key managerial personnel
(“the Policy”), all material related party transactions of the
of the Company will subscribe to the offer, if made under
Company require prior approval of the members of the
Chapter VI of the SEBI ICDR Regulations.
Company through ordinary resolution.
The proceeds of the proposed issue shall be utilised for
In accordance with Regulation 23 of the SEBI Listing
any of the aforesaid purposes to the extent permitted by
Regulations, “Material Related Party Transaction” means
applicable provisions of law.
any transaction with a related party if the transaction/
The Equity shares, which would be allotted, shall rank in all transactions to be entered into individually or taken together
respects pari passu with the existing Equity Shares of the with previous transactions during a financial year, exceeds
Company, except as may be provided otherwise under the ten percent of the annual consolidated turnover as per the
terms of issue/offering and in the offer document and/or last audited financial statements of the Company.
offer letter and/or offering circular and/or listing particulars.
The transactions entered during the year with the said
The Special Resolution also seeks to give the Board powers related parties are in accordance with the approval taken
to issue Securities in one or more tranche or tranches, at from Shareholders in the last Annual General Meeting and
such time or times, at such price or prices and to such approval taken from the audit committee at their respective
person(s) including institutions, incorporated bodies and/ meeting for the quarter in which the transaction took place.
or individuals or otherwise as the Board in its absolute Further, few transactions entered earlier are being ratified
discretion deem fit. The detailed terms and conditions for in accordance with the approval of the Members of the
the issue(s)/offering(s) will be determined by the Board Company.
Any other Mr. Sanjay Dangi is Director Mr. Sanjay Mr. Sanjay Dangi and Mr. Amit Dangi are Mr. Sanjay Entity is
information of Mentor Capital Limited Dangi and Mr. Directors of Reliance Commercial Finance Dangi and owned by
relevant or and Mrs. Alpana Dangi, Amit Dangi Limited Mr. Amit brother of Mr.
important for spouse of Mr. Sanjay Dangi are Directors Dangi are Sanjay Dangi
the members is a Shareholder of Mentor of Berix ex-Directors and uncle
to make a Capital Limited Bearing Pvt. of Geetanjali of Mr. Amit
decision on Ltd. (formerly Infosystems Dangi
the proposed known as Pvt. Ltd.
transactions SRCT Globex
Pvt. Ltd.)
Few transactions with the related parties were entered post the dispatch of Notice for 40th AGM and hence Directors are seeking ratification
of the said transaction mentioned above.
The monetary value of the transactions proposed is estimated on the basis of the Company’s current transactions and future business.
The Board is of the opinion that the transactions referred in the resolution would be in the best interest of the Company. The Board
accordingly recommends the Special Resolution at Item No. 6 of the accompanying notice for your approval.
Pursuant to Regulation 23(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “the
Listing Regulations”) and Section 188 of the Companies Act, 2013, all related parties shall abstain from voting on such resolution.
None of the Directors, Key Managerial Personnel, their associates and their relatives are concerned or interested, financially or otherwise, in
the resolutions set forth in Item No. 6 of this Notice, except to the extent of their shareholding in the Company, if any
Authum
Our background
Authum Investment & Infrastructure Ltd was
Investments &
incorporated in 1982 as a registered NBFC
engaged in the investment in shares and
Infrastructure
securities on the one hand and financing
activities on the other. The Company is listed on
Limited.
Bombay Stock Exchange Limited and Calcutta
Stock Exchange Limited.
Our footprint
The Company’s long-standing The Company has its registered office in
engagement as a professional
Mumbai, India’s finance capital. This enhances
the company’s access to a number of listed
Our business
The Company reallocated Authum was promoted by Mrs. Alpana Dangi,
Structured
Real estate
fixed return
investments
investments
Our leadership
Authum possesses a competent team
stewarded by promoter Mrs. Alpana
Dangi and Mr. Sanjay Dangi. The
promoters created a professional Evaluation of
Identification and
team with a combined experience opportunities across
analysis of investment
of more than three decades. The parameters, due
opportunities
team (analysts) focuses on the diligence and research
identification and analysis of suitable
equity investment opportunities.
Authum’s investment process is
marked by extensive research with the
objective to drill down on companies Decision on
Periodic review of
with a long-term investment horizon. investments
the investments made
The company focuses on investment (allocation, horizon,
by the Company
possibilities that translate into sizable etc.)
gains leading to a profitable exit.
Talent management
Authum enjoys access (inhouse and outsourced) to professional analysts,
Chartered Accountants, lawyers and Company Secretaries. These relationships
have been derived through associations with the best research houses, legal
teams, secretarial and legal advisors.
Key numbers
Shareholding
pattern
374.22
H Crore, total revenues in
(As on March 31, FY 2022-23
2023)
533.16
H Crore, decrease in total
revenues in FY 2022-23
71.47% Promoter and Promoter group;
28.53% Public 59
%, de-growth in total
revenues in FY 2022-23
4,004.35
H Crore, assets under
management as on March 31,
2023
255.95
907.38
*374.22
-15.29
135.31
668.74
* 240.20
-13.19
177.93
855.63
*334.17
69,4.09
1,936.89
3,902.89
*4,004.35
FY20 FY21 FY22 FY23 FY20 FY21 FY22 FY23 FY20 FY21 FY22 FY23 FY20 FY21 FY22 FY23
70
94
*89
-1.91
9.20
21.43
*8.41
0.65
0.35
0.28
0.32
-6.30
8.61
28.86
7.26
FY20 FY21 FY22 FY23 FY20 FY21 FY22 FY23 FY20 FY21 FY22 FY23 FY20 FY21 FY22 FY23
A completed acquisition
transaction
WHAT WE
finance segment
Smooth control
transition
We completed the
acquisition transaction
WHAT WE
across the company
The company
achieved a smooth
managerial
transition
Your company
demonstrated the
successful migration
of a concept to
reality without
compromising
business liquidity or
impairing its Balance
Sheet, a model for
the foreseeable
future
Overview return higher than the prevailing costs specializing in a niche, protecting our
When we had embarked on of funds within the Indian economy. competitiveness.
the acquisition of RCFL and the Five, the company will endeavour At Authum, the mother business of
acquisition of the assets of RHFL two to find reasonable value to make the company is poised to perform
years ago, we had indicated that this this strategy viable for the moment, even better. India is at the cusp of
represented an initiative to graduate deepen its expertise across the unprecedented prosperity following
from a business of attractive but medium-term and emerge as the a convergence of various realities
unpredictable returns to a business of go-to company to ‘sell’ bad loans. The – weakness in the other major
attractive and sustainable returns. company will, in the process, deepen economies, sustained reforms
During the year under review, the its expertise within a niche, playing within India, geo-political shift that
acquisitions became effective and a role that warrants specialised makes India a strategic partner to
Authum graduated from one business attention. the west and a conscious de-risking
to two, broadbasing revenues, of supply chains away from China.
We believe that Authum is positioned
sectorial drivers, sustainability and The convergence of these realities
at the cusp of a long-term value-
the possibility of enhanced rating. is likely to strengthen the Indian
addition opportunity.
stock markets; the lifting of the
There are a number of points that The mortgage finance sector is a water table is expected to enhance
we wish to communicate to our growing business on account of the the level of water for prudent value-
stakeholders. unprecedented appetite for new seeking investors. We believe that
One, the company is not vacating its housing in India. Even as lending is our investing principles, sectorial
investment banking business; it is becoming an increasingly secured knowledge and stock selection have
supplementing this business with the business with a marked decline been validated; we stand a good
business of mortgage finance. in delinquencies, we believe that chance to enhance the value of
delinquencies will not completely our investment basket across the
Two, the company has provided the disappear. Besides, mortgage finance foreseeable future.
new business with adequate funds companies will seek to ‘sell’ the loans
from the first so that the mortgage There is one last thought that your
on their books that are not being
finance business becomes largely management would likely to leave
serviced on time to protect their credit
non-recourse in nature. for its shareholders. During the
rating (which holds the keys to lower
last couple of years, your company
Three, the company will grow its newly cost of funds and corporate respect).
demonstrated the successful
acquired business using the same As Reserve Bank of India guidelines
migration of a concept to reality
principles of deep discount of the become increasingly stringent, we
without compromising business
investment banking business, buying are confident of an ongoing pipeline
liquidity or impairing its Balance
into companies on the basis of a likely of sub-standard loans that mortgage
Sheet. What the company has
arbitrage between their existing and finance companies would want
achieved represents a model; this
prospective values. to ‘sell’ to protect the integrity of
successful experiment could be the
their Balance Sheet. This reality will
precursor of other such initiatives
Four, the company will seek to provide a company like Authum with a
across different sectors with the
differentiate itself from the larger perpetual business opportunity. More
objective to enhance value in a sizable
mortgage finance companies importantly, the more the Reserve
and sustainable manner for all its
by pursuing a strategy that is Bank’s provisioning guidelines
stakeholders across the foreseeable
complementary and not competitive; become stringent – enhancing
future.
the company will seek to buy systemic integrity – the greater will
bad loans from the established be the rationale for the existence of Sanjay Dangi
mortgage finance players and recover a company like Authum. By the virtue Director
outstandings, strengthening its insight of focusing on two segments of a
into the business and generating a large sector – bad loan procurement
and bad loan recovery – we would be
No poverty
Our mortgage finance business has been directed to
enhance asset building among the financially excluded
Zero hunger
While we do not address hunger directly, we believe
this to be one of the positive outcomes of helping the
financially excluded build sustainable incomes
Quality education
While we do not address education directly, we believe We also believe that the
this to be one of the positive outcomes in helping the business of affordable
financially excluded build sustainable incomes financing can have an
extensive social influence.
Gender equality
One, it will help transform
We encourage women empowerment through risk-averse consumers into
an emphasis on home ownership by women and borrowers, which could mark
strengthening gender diversity through an equal the beginning of their financial
employment opportunity. inclusion.
Reduced inequalities Two, the rate affordability and
We address awareness and knowledge gaps. We staggered repayment could
help enhance the confidence of women, making help borrowers fulfil their
them financially aware and preparing them for repayment and debt servicing
entrepreneurship. commitments with defaults,
building a credible credit
Sustainable cities and communities history foundation.
We will seek to transform the way homes are
Three, the business of
constructed or renovated.
affordable housing finance
Responsible consumption and production could assist the financially
excluded build documented
We intend to transform the supply and demand sides wealth through immovable
of the housing construction industry by advocating assets that can be
home construction that moderates water, electricity and hypothecated or pledged,
material consumption. kick-starting a cycle of asset
creation.
Government policies
Special refinance facilities: The Pradhan Mantri Awas Yojana (PMAY) Alternative Investment Fund: The
government facilitated special launched in June 2015 which will Union Cabinet set up an Alternative
refinance facilities for NBFCs and provide quicker urban housing Investment Fund with a corpus worth
HFCs. approvals, was allocated an outlay of H25,000 Crore. This will provide relief
H79,000 Crore from the Union Budget to developers with unfinished projects
Urban Infrastructure Development
FY 2023-24 and ensure a timely delivery of homes
Fund: The Indian government will
to buyers.
establish this fund to develop Pradhan Mantri Awas Yojana (Gramin):
urban infrastructure through public In FY 2022-23, the government has Tax moderation: Homebuyers have to
agencies in tier-II and tier-III cities. targeted to complete around 5.3 pay a goods and services tax (GST) on
The fund is expected to be managed Million rural houses, a growth of 25% the purchase of under-construction
by the National Housing Bank with an from the previous year. In FY 2021-22, properties like flats, apartments
estimated allocation of H10,000 Crore the centre targeted to build around and bungalows at the rate of 1% for
annually. 6.1 Million rural houses out of which affordable housing. The GST rate stood
over 4.3 Million were completed. The at 5% for properties under the luxury
Pradhan Mantri Awas Yojana (Urban):
overall target is to build 29.5 Million residential building category.
The government of India has been
houses under the scheme to ensure
facilitating higher Budget allocations
housing for all by FY 2023-24.
towards affordable housing — the
What we have
achieved in the
last few years
Overview Crore as on March 31, 2022 and
Authum did not just report a H4,004.35 Crore as on March 31, 2023.
reasonable appreciation over Rather than this large corpus threaten
inflation, costs of funds or national to generate sub-optimal returns from
economic growth during the last this point onwards, a new possibility
couple of years. has emerged.
The company reported outsized This sizable corpus is creating an
growth. opportunity for the company to
This extensive outperformance catalyse this growth in a decisive
represented a validation of the and sustainable manner across the
company’s ability to read global foreseeable future.
trends, the resilience of the Indian Our time starts now.
economy and the speed with which
select Indian companies would
outperform.
The result is that the company’s
investment value of H57.24 Crore as on
March 31, 2019 had grown to H3,902.89
Authum is attractively
placed to capitalise
on the securitisation
opportunity
Overview and legal recourse) and the
At Authum, we bring to the turnaround of non-performing assets.
securitization opportunity a distinctive Five, the company developed a
competitive advantage honed over the uniqueness: an unlimited pipeline of
years. bad loans at discounted rates. The
Our capacity to comprehend the company leveraged its understanding
challenges related to the space has of deeply discounted investments to
been deepened through the following buy distressed loan portfolios.
realities. Six, by buying out distressed loan
One, for years, Authum prospected pools, the company would be scaling
investment stories – commodities, its business without going through the
sectors and companies – that conventional retail loan disbursement
presented a mismatch between how route that would have warranted
they were valued in the present and sizable upfront investments in
how this investment could grow people and multi-locational branch
sustainably. infrastructure.
Two, the company has consistently Seven, the company is building on its
professed a contrarian spirit, never investment-centric ‘margin of safety’
resisting the opportunity to invest in approach in buying out loan portfolios
overlooked spaces. at a fraction of their fundamental
value.
Three, as the Indian economy grows,
the potential for reviving distressed
assets and integrating them back into
productive use aligns with the nation’s
overall economic progress.
Four, the company drew from its
extensive learning of corporate moats
(unassailable competitive advantage),
leading to a specialisation in
underwriting (focusing on collections
Directors’ Report
To,
The Members,
The Directors have pleasure in presenting the 41st Annual Report together with the Audited Accounts of the Company for the
year ended March 31, 2023. The Company is registered with the Reserve Bank of India (“RBI”) as a Systemically Important
Non-Banking Financial Company (“NBFC”) not taking public deposits (NBFC-ND-SI).
FINANCIAL HIGHLIGHTS
(Rs. In Crores)
PARTICULARS Year Ended Year Ended
31/03/2023 31/03/2022
Operational & Other Income 377.36 907.28
Profit/Loss Before Depreciation & Tax 288.30 825.98
Less: Depreciation 1.12 0.09
Provision for taxation 43.20 157.15
Deferred Tax 0.00 0.00
Taxes for earlier years 3.78 0.00
Profit/Loss after Depreciation & Tax 240.20 668.74
Balance brought forward for previous year 0.00 0.00
Appropriations
Amount transferred to Statutory Reserves 48.04 133.74
Balance Carried to Balance Sheet 192.16 531.24
DIVIDEND DISTRIBUTION POLICY FIT AND PROPER CRITERIA & CODE OF CONDUCT
Pursuant to the provisions of regulation 43A of the Listing All the Directors meet the fit and proper criteria stipulated by
Regulations, the Company had formulated a dividend RBI. All the Directors and Senior Management of the Company
distribution policy, which sets out the parameters and have affirmed compliance with the Code of Conduct of the
circumstances to be considered by the Board in determining Company.
the distribution of dividend to its shareholders and/or
retaining profit earned. The policy is annexed to this report DECLARATION FROM THE INDEPENDENT DIRECTORS
as Annexure II and is also available on the website of the
The independent directors have submitted a declaration
Company at https://www.authum.com/financial-info.html.
of independence, stating that they meet the criteria of
independence provided under section 149(6) of the Act read
MEETINGS OF THE BOARD with regulation 16 of the Listing Regulations, as amended.
During the year under review, 7 (Seven) Board Meetings were The independent directors have also confirmed compliance
held. The details of the composition of the Board and its with the provisions of rule 6 of Companies (Appointment and
Committees and of the Meetings held and attendance of the Qualifications of Directors) Rules, 2014, as amended, relating
Directors at such Meetings, are provided in the Corporate to inclusion of their name in the databank of independent
Governance Report. There have not been any instances directors.
during the year when recommendations of the Audit
The Board took on record the declaration and confirmation
Committee were not accepted by the Board.
submitted by the independent directors regarding them
meeting the prescribed criteria of independence, after
COMMITTEES OF THE BOARD undertaking due assessment of the veracity of the same in
Currently the Board has Nine Committees viz. Audit terms of the requirements of regulation 25 of the Listing
Committee, Nomination & Remuneration Committee, Regulations.
Corporate Social Responsibility Committee, Stakeholders
Relationship Committee, Investment Committee, Risk SEPARATE MEETING OF INDEPENDENT DIRECTORS
Management Committee, Corporate Governance Committee,
The Independent Directors of the Company met on February
Securities Allotment and Redemption Committee and Asset
13, 2023 in terms of Section 149(8) and Schedule – IV of
Liability Committee. A detailed note on the composition of
Companies Act, 2013 and regulation 25(3) & (4) of Listing
the Board and its Committees and other related particulars
Regulations, without the attendance of Non-Independent
are provided in the Corporate Governance Report forming
Directors and members of management. They met to discuss
part of this Annual Report.
the inter-alia amongst other items the following mandatory
items viz., (a) to review the performance of non-independent
DIRECTORS AND KEY MANAGERIAL PERSONNEL directors and the Board as a whole; (b) to review the
Appointment of Directors and Key Managerial Personnel performance of the Chairperson of the company, taking into
account the views of executive directors and non-executive
During the year under review and by way of approval of
directors; (c) to assess the quality, quantity and timeliness of
the shareholders of the Company in the 40th AGM, the
flow of information between the Company management and
Board has approved the appointment of Mr. Haridas Bhat
the Board that is necessary for the Board to effectively and
(DIN 09691308) and Mr. Rahul Bagaria (DIN: 06611268) as
reasonably perform their duties.
the Independent Directors of the Company w.e.f. August 1,
2022 for the term of 5 years upto July 31, 2027, under the
provisions of Section 161 of the Act. Further, Mr. Deepak FAMILIARISATION PROGRAMME FOR INDEPENDENT
Dhingra was appointed as Chief Financial Officer of the DIRECTORS (IDs)
Company w.e.f. March 10, 2023. In terms of Regulation 25(7) of the Listing Regulations
and the Companies Act, 2013, the Company is required to
Resignation of Directors and Key Managerial Personnel conduct the Familiarization Programme for Independent
Further during the year under reveiw, Mr. Sanjiv Swarup, Directors (IDs) to familiarize them about their roles, rights,
due to his increased work commitments, has resigned as an responsibilities in the Company, nature of the industry
Independent Director of the Company w.e.f. August 1, 2022. in which the Company operates, business model of the
Company, etc., through various initiatives. Directors are made
Also, Mr. Amit Dangi has resigned from the position of Chief aware of the significant news developments and highlights
Financial Officer of the Company w.e.f. March 10, 2023. from various regulatory authorities viz. Reserve Bank of India
Pursuant to the provisions of Section 203 of the Act, the Key (RBI), Securities and Exchange Board of India (SEBI), Ministry
Managerial Personnel of the Company as on March 31, 2023 of Corporate Affairs (MCA), etc.
are Mr. Amit Dangi - Whole Time Director, Mr. Deepak Dhingra The Directors are regularly apprised about their roles, rights
- Chief Financial Officer and Mr. Hitesh Vora - Company and responsibilities in the Company from time to time as per
Secretary. the requirements of the Listing Regulations, with the Stock
All the directors of the Company have confirmed that they Exchanges and Companies Act, 2013 read together with the
are not disqualified from being appointed as directors in Rules and Schedules thereunder. The policy and details of
terms of section 164 & 165 of the Companies Act, 2013. familiarization programme imparted to the Independent
Directors of the Company is available at www.authum.com.
4. the Annual Accounts for the year ended March 31, 2023, The Company has opened necessary bank account and
has been prepared on a going concern basis. transferred the unspent amount, further the Company has
already identified few projects for CSR and the said unspent
5. They have laid down internal financial controls to be amount is being used for the CSR activities pursuant to the
followed by the Company and that such internal financial provisions of the Act.
controls are adequate and are operating effectively;
The Annual Report on the CSR activities undertaken by your
6. They have devised proper systems to ensure compliance Company during the year under review, as prescribed in the
with the provisions of all applicable laws and that such Companies (Corporate Social Responsibility Policy) Rules,
systems are adequate and operating effectively. 2014, as amended, is set out in Annexure III of this Report.
INTERNAL CONTROL SYSTEM AND ITS ADEQUACY PARTICULARS OF EMPLOYEES, KEY MANAGERIAL
The Company maintains appropriate systems of internal PERSONNEL AND RELATED DISCLOSURES
controls, including monitoring procedures, to ensure In accordance with the provisions of Section 197(12) of the
that all assets and investments are safeguarded against Act read with Rule 5(1) of the Companies (Appointment
loss from unauthorized use or disposition. Company and Remuneration of Managerial Personnel) Rules, 2014,
policies, guidelines a statement containing the disclosures pertaining to
remuneration and other details as required under the Act
and the above Rules are provided in the Annual Report.
The disclosures as specified under Rule 5(1) of the Companies MAINTENANCE OF COST RECORDS
(Appointment and Remuneration of Managerial Personnel) Your Company is not required to maintain cost records as
Rules, 2014, are appended to this Report as Annexure IV. The specified by the Central Government under sub-section (1)
information regarding employee remuneration as required of Section 148 of the Companies Act, 2013 and accordingly
pursuant to Rule 5(2) and Rule 5(3) of the Companies such accounts and records have not been maintained by the
(Appointment and Remuneration of Managerial Personnel) Company.
Rules, 2014 is not provided as none of the employees are
covered under the same.
SECRETARIAL STANDARDS OF ICSI
STATUTORY AUDITORS AND THEIR REPORT The Company has complied with the requirements prescribed
under the Secretarial Standards on meetings of the Board of
M/s. H. R. Agarwal & Associates, Chartered Accountants (Firm Directors (SS–1) and General Meetings (SS–2) read with the
Reg. No. 323029E) were appointed as Statutory Auditors of MCA circulars granting exemptions in view of the COVID-19
the Company from the conclusion of the 39th Annual General pandemic.
Meeting until the conclusion of the 44th Annual General
Meeting to be held in the year 2026. However, as per the
INTERNAL AUDITOR AND THEIR REPORT
RBI Guidelines and Circular dated April 27, 2021 and as per
the provisions of Section 139 of the Act, the tenure of the The Board appointed M/s. L.K. Bohania & Co., Chartered
appointment of Statutory Auditors in NBFCs should be three Accountant, as Internal Auditors to conduct Internal Audit
years. Therefore, there tenure has been ratified and their for the FY 2022-23. During the year under review, M/s. L.K.
appointment is till the conclusion of 42nd Annual General Bohania & Co, Internal Auditor’s had submitted their Report
Meeting to be held in the year 2024. Further they have for the FY 2022-23 to the Audit Committee for its review and
confirmed that they are not disqualified from continuing necessary action.
as Auditors of the Company. The Audit Report of M/s. H. R. At the beginning of each financial year, an audit plan is
Agarwal & Associates, Chartered Accountants (Firm Reg. No. rolled out after approval of the Audit Committee. Pursuant
323029E) on the Financial Statements of the Company for to Risk Based Internal Audit Framework, internal audit is
the Financial Year 2022-23 is a part of the Annual Report. aligned in such a manner that assurance is provided to
There are no qualifications, reservations or adverse remarks the Audit Committee and Board of Directors on quality and
or disclaimers made by M/s. H. R. Agarwal & Associates, effectiveness of the internal controls and governance related
Chartered Accountants, Statutory Auditors, in their report on systems and processes.
the Company’s financial statements for the year ended on
March 31, 2023. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
(MDAR)
DETAILS OF FRAUDS REPORTED BY AUDITORS UNDER The Management Discussion and Analysis Report for the
SUB-SECTION (12) OF SECTION 143 OF THE COMPANIES year under review, as stipulated under Regulation 34(2)(f)
ACT 2013, OTHER THAN THOSE WHICH ARE REPORTABLE & and other applicable regulation read with Schedule V of
TO THE CENTRAL GOVERNMENT Listing Regulations is presented in a separate section and
forms part of the Annual Report.
During the year under review, the Statutory Auditor and
Secretarial Auditor have not reported any instances of frauds
committed in the Company by its Officers or Employees, to CORPORATE GOVERNANCE REPORT AND ITS
the Audit Committee under Section 143(12) of the Act details COMPLIANCE CERTIFICATE
of which needs to be mentioned in this Report. In compliance with the Regulation 34 read with Schedule
9 of the Listing Regulations, a detailed report on Corporate
SECRETARIAL AUDITOR Governance forms an integral part of this Annual Report. A
Pursuant to the provisions of section 204 of the Act and the Certificate from the Practicing Company Secretary confirming
Companies (Appointment and Remuneration of Managerial compliance of the conditions of Corporate Governance as
Personnel) Rules, 2014, the Board has appointed Mr. Mayank stipulated under the Listing Regulations is appended to the
Arora, partner of M/s. Mayank Arora & Co., Practicing Company Corporate Governance Report.
Secretary (FCS No. 10378, CP No. 13609), to undertake
secretarial audit of the Company. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (‘BRSR’)
A report from the secretarial auditor in the prescribed Form
MR-3 is annexed to this Report as Annexure V. Pursuant to amendment in SEBI Listing Regulations, top
1,000 listed entities based on market capitalisation are
In addition to the above, the company has obtained required to submit a BRSR with effect from F.Y. 2023.
Secretarial Compliance Report for the financial year ended
March 31, 2023 from M/s. Mayank Arora & Co., Practicing In accordance with Regulation 34(2)(f) of the Listing
Company Secretary in compliance with the Regulation Regulations, the Business Responsibility and Sustainability
24A of the Listing Regulations and the SEBI circular CIR/ Report has been annexed to this Report as Annexure VI
CFD/CMD1/27/2019 dated February 8, 2019 and has been which forms an integral part of this report.
submitted with stock exchanges.
Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to
in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso
thereto.
Name(s) of the related Nature of Duration of Salient terms of the contracts Date of Amount
party & nature of contracts / contracts / or arrangements or transaction approval by paid as
relationship arrangements arrangements including the value, if any the Board advances, if
/ transaction / transaction any
Mentor Capital Limited Loan taken 36 months ICD at interest of 10% p.a. which 09.11.2022 Nil
(Promoter Company) Loan repaid 36 months is pre payable or payable at 09.11.2022 Nil
alongwith maturity
interest
Office rent paid 12 months As per leave and license 24.05.2022 Nil
agreement
Berix Bearing Private Loan Given 36 months ICD at interest of 10% p.a. which 24.05.2022 Nil
Limited (formerly known is pre payable or payable at
as SRCT Globex Private maturity
Limited)
(Entity with joint control or
significant influence over
entity)
Geetanjali Infosystems Pvt. Loan Given 12 months ICD at interest of 8% p.a. which 24.05.2022 Nil
Ltd. alongwith is pre payable or payable at
interest maturity
(Entity with joint control or
accrued
significant influence over
entity)
Rumi Grown Diamonds Loan Given 36 months ICD at interest of 9% p.a. which 08.08.2022 Nil
Private Limited alongwith is pre payable or payable at
interest maturity
accrued
Reliance Commercial Investment Not Applicable The transaction with Related 27.09.2022 Nil
Finance Limited in Shares / Party is at Arm’s length basis
Debentures, etc and as per the resolution plan
Loan Given Not Applicable The transaction with Related 27.09.2022 Nil
Party is at Arm’s length basis
Purchase of Not Applicable The transaction with Related 10.03.2023 Nil
Immovable Party is at Arm’s length basis
Property and as per the resolution plan
Annexure - II
Background and applicability The Company will endeavour to maintain the dividend
Pursuant to Regulation 43A of the SEBI (Listing Obligations track record subject to the factors which the Board might
& Disclosure Requirements) Regulations, 2015, the Dividend appropriately consider at that point in time. When the
Distribution Policy for the company is as under: performance of the company coupled with the market
conditions are conducive/ favourable, the Board may
The Board of Directors (“Board”) of Authum Investment and consider declaring interim dividends too.
Infrastructure Limited (“Company”) has adopted this Dividend
Distribution Policy to comply with these requirements. In order to conserve resources, the Board may consider
recommending a lesser rate of dividend (as compared
to the earlier years). The retained earnings of the
1. Dividend distribution philosophy
company can be inter-alia utilized for capex, working
One of the ways to reward a shareholder is by capital requirement, investment in growth opportunities
distributing portion of Company's earnings in the form as deemed fit by the Board at appropriate time. The
of dividend. Besides capital appreciation, an investor retained earnings may also be utilised for payment of
expects a consistent cash inflow in the form of dividend. dividend in subsequent years, or other permitted means
Towards this end, the Policy lays down parameters to be of rewarding the shareholders.
considered by the Board of Directors of the Company for
declaration of Dividend from time to time. In a year where the profits of the company are
inadequate or there is a loss or there is a future
2. Dividend financial commitment for the Company, the Company
would like to utilise the reserves judiciously and the
Dividend represents the profit of the Company, which is Board may not consider payment of dividend as a viable
distributed to shareholders in proportion to the amount proposition. Alternatively, in such a scenario the Board
paid-up on shares they hold. Dividend includes Interim might consider declaring dividends, out of the Free
Dividend. Reserves or the accumulated profits and the dividend
The Dividend for any financial year shall normally be payment track record is maintained. The amounts paid
paid out of the Company profits for that year. This will be as dividend in the past does not necessarily indicate the
arrived at after providing for depreciation in accordance dividend to be paid in the future and so the rate and the
with the provisions of the Companies Act, 2013. If amount of dividend may vary from time to time.
circumstances require, the Board may also declare
dividend out of accumulated profits of any previous 4. Circumstances under which shareholders may not
financial year(s) in accordance with provisions of the Act expect Dividend
and Regulations, as applicable. Notwithstanding the above, the shareholders of the
The Board may declare one or more Interim Dividends Company may not expect Dividend under the following
during the year. Additionally, the Board may recommend circumstances:
Final Dividend for the approval of the shareholders at the 1. Whenever it undertakes or proposes to undertake
Annual General Meeting. The date of the Board meeting a significant expansion project requiring higher
in which the Dividend proposal will be considered, will allocation of capital;
be provided to the stock exchanges, as required by
Listing Regulations. 2. Significantly higher capital requirements adversely
impacting free cash flow;
3. Circumstances under which shareholders can 3. Whenever it undertakes any acquisitions or joint
expect Dividend ventures requiring significant allocation of capital;
The Board of Directors of the Company may consider 4. In the event of inadequacy of profit or whenever the
inter-alia the following factors viz., the financial Company has incurred losses.
performance of the Company, the past dividend
trends, the liquidity position of the Company, capital
expenditure requirements and financial commitments
5. Financial parameters and other internal and
to grow the business, if any, business expansions external factors that would be considered for
(including acquisitions) if any, debt obligations, the declaration of Dividend:
external market conditions, the future potential etc., 1. Net operating profit after tax;
before considering dividend proposition.
2. Operating cash flow of the Company for the year;
Annexure -III
Sl. Name of Director Designation / Nature Number of meetings of CSR Number of meetings of CSR
No of Directorship Committee held Committee attended
during the year during the year
1 Mrs. Bhaviika Jain Chairman 1 1
2 Mr. Amit Dangi Member 1 1
3 Mr. Vimal Ajmera Member 1 1
3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are
disclosed on the website of the company - https://www.authum.com/financial-info.html.
4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the
Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report). – N.A.
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social
responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any
Sl. Financial Year Amount available for set-off from Amount required to be set-off for
No preceding financial years (in Rs) the financial year, if any (in Rs)
N.A.
6. Average net profit of the company as per section 135(5) – Rs. 322,61,88,575/-
7. (a) Two percent of average net profit of the company as per section 135(5) – Rs. 6,45,23,772/-
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years. – Rs. 29,35,191/-
(c) Amount required to be set off for the financial year, if any – N.A.
(d) Total CSR obligation for the financial year (7a+7b-7c). - Rs. 6,15,88,581/-
8. (a) CSR amount spent or unspent for the financial year:
Total Amount Amount Unspent (in Rs.)
Spent for the Total Amount transferred to Unspent Amount transferred to any fund specified under
Financial Year. CSR Account as per section 135(6) Schedule VII as per second proviso to section 135(5)
(in Rs.) Amount Date of transfer Name of the Fund Amount Date of transfer
3,89,00,000 2,50,00,000 29/04/2023 N.A.
(c) Details of CSR amount spent against other than ongoing projects for the financial year:
9. (a) Details of Unspent CSR amount for the preceding three financial years:
Sl. Preceding Amount Amount Amount transferred to any fund specified Amount
No. Financial transferred to spent in the under Schedule VII as per section 135(6), remaining to
Year Unspent CSR reporting if any be spent in
Account under Financial Name of the Amount Date of succeeding
section 135 (6) Year (in Rs.) Fund (in Rs) transfer financial year
(in Rs.) (in Rs.)
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):
10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through
CSR spent in the financial year (asset-wise details) - None
(a) Date of creation or acquisition of the capital asset(s).
(b) Amount of CSR spent for creation or acquisition of capital asset.
(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their
address etc.
(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital
asset).
11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5).
The Company had CSR obligation of Rs. 6,15,88,581/- to spend in F.Y. 2022-23. However, the Company had spent Rs.
3,89,00,000/- during the year. Further, provision of Rs. 2,50,00,000/- has been created for few identified projects. The unspent
amount has been transferred to unspent CSR account within 30 days of the end of the financial year 2022-23.
Sr. Name of Director/ Key Category Ratio of remuneration of each % Increase in remuneration in FY
No. Managerial Director to median remuneration 2022-23
of employees
1 Mr. Sanjay Dangi Chairman, Non- Not Applicable Not Applicable
Executive Non-
Independent
2 Mr. Amit Dangi Whole Time 16.18 2.56
3 Mrs. Alpana Dangi Non- Executive, Not Applicable Not Applicable
Non-Independent
4 Mr. Vimal Ajmera Independent Not Applicable Not Applicable
5 Ms. Bhaviika Jain Independent Not Applicable Not Applicable
6 Mr. Haridas Bhat Independent Not Applicable Not Applicable
7 Mr. Rahul Bagaria Independent Not Applicable Not Applicable
8 Mr. Sanjiv Swarup Independent Not Applicable as resigned during the year under review
9 Mr. Amit Dangi Chief Financial Mentioned in Point No. 2 above
Officer
10 Mr. Deepak Dhingra Chief Financial Not Applicable as appointed during the year under review
Officer
11 Mr. Hitesh Vora Company 4.93 6.49
Secretary
Annexure V
Annexure I
(B) Others
(i) Shops & Establishments Act
(ii) Bombay/Indian Stamp Act
To,
The Members,
Authum Investment & Infrastructure Limited
707, Raheja Centre, Free Press Journal Road,
Nariman Point, Mumbai- 400021
Annexure VI
II. PRODUCTS/SERVICES
14. Details of business activities (accounting for 90% of the turnover):
Sr. Name of Director/ Key Description of Business Activity % of Turnover of the entity
No. Managerial
1. Financial services The Company is engaged in The Company’s primary sources of income consist of
dividends, interest, income from Trading in Equity &
1) Investment in Equity Market
Stock Market, derivatives and gains on sale of long-
2) Trading in Equity & Stock Market term and short-term investments. This constitutes
3) Investment in Real Estate 100% of the company’s turnover.
4) Lending
15. Products/Services sold by the entity (accounting for 90% of the entity’s Turnover):
b. What is the contribution of exports as a percentage of the total turnover of the entity?
Not Applicable
IV: EMPLOYEES
18. Details as at the end of Financial Year:
a. Employees and workers (including differently abled):
S. Particulars Total (A) Male Female
No. No. (B) % (B/A) No. (C) % (C/A)
Employees
1 Permanent (D) 18 16 88.89 2 11.11
2 Other than Permanent (E) - - - - -
3 Total employees (D + E) 18 16 88.89 2 11.11
Workers
4 Permanent (F) - - - - -
5 Other than Permanent (G) - - - - -
6 Total workers (F + G) - - - - -
Sr. Material Indicate Rationale for identifying In case of risk, approach to adapt Financial
No issue whether risk the risk/opportunity or mitigate implications
identified or opportunity of the risk or
(R/O) opportunity
(Indicate positive
or negative
implications)
1 Economic Opportunity Financial performance Positive:
performance drives profitability, - Increases
business survival and profitability
promotes expansion of
business. - Increases
shareholders
Further, maintaining credit value
rating and return ratios
also enhance goodwill.
Economic growth is one
of the pillars of our
Company’s ESG framework.
2 Corporate Risk Maintaining the Our Company has instituted various Negative:
Governance highest standards of policies and measures to constitute - Reputational
and Ethics ethics and corporate a strong corporate governance risks
governance is necessary framework as per regulatory
to gain the trust of our guidelines. - Image/
Company’s investors and perception of
We have in place a fair, transparent the Company
stakeholders.
and accountable corporate
Any risks can undermine governance structure across our
stakeholder trust, damage hierarchy to safeguard the interests
reputation and disrupt of all stakeholders. There is an
business. effective mechanism, supported
by strong policies to supervise
the management and oversee the
critical functions of the Company.
An effective grievance redressal
mechanism for stakeholders to
address their concerns is also
integrated into our Company’s
policies.
P1 Businesses should conduct and govern themselves with Ethics, Transparency and Accountability.
P2 Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle.
P3 Businesses should promote the well-being of all employees.
P4 Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are
disadvantaged, vulnerable and marginalized.
P5 Businesses should respect and promote human rights.
P6 Businesses should respect, protect and make efforts to restore the environment.
P7 Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner.
P8 Businesses should support inclusive growth and equitable development.
P9 Businesses should engage with and provide value to their customers and consumers in a responsible manner
No Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1a. Whether your entity’s policy/policies cover each principle and its Y Y Y Y Y Y Y Y Y
core elements of the NGRBCs. (Yes/No)
1b. Has the policy been approved by the Board? (Yes/No) Y - Y Y Y - - Y Y
1c. Web link of the policies. www.authum.com
2. Whether the entity has translated the policy into procedures. (Yes Y - Y Y Y - - Y Y
/ No)
3. Do the enlisted policies extend to your value chain partners? (Yes/ The policies have been communicated to all
No) the internal stakeholders. Companies Code
of Conduct has been communicated to other
external stakeholders based on their relevance.
4. Name of the national and international codes/ certifications/ - - - - - - - - -
labels/ standards adopted by your entity and mapped to each
principle.
5. Specific commitments, goals and targets set by the entity with The Company has developed detailed action
defined timelines, if any. plans and goals for each of the material issues
aligned with the NGRBC principles, these will be
detailed under the relevant principle in section C
of this Report.
6. Performance of the entity against the specific commitments, goals, Detailed under the relevant principles in section
and targets along-with reasons in case the same are not met C of this Report.
7. Statement by Director responsible for the business responsibility Dear Stakeholders,
report, highlighting ESG related challenges, targets and In today’s world, businesses have a critical
achievements (listed entity has flexibility regarding the placement role to play in creating a sustainable future.
of this disclosure We, at AIIL, recognize the importance of ESG
considerations and our commitment to them
is reflected in our policies, practices and
investments.
As such, we are in the process of developing
targets that align with our values and business
objectives.
We will keep our stakeholders informed of
our progress and continue to work towards a
sustainable future.
Thank you for your support and engagement in
this journey.
Sincerely,
Mr. Amit Dangi
Whole Time Director
DIN: 06527044
12. If answer to the question at serial number 1 against any principle, is ‘NO’, please explain why: (Tick up to 2 options):
No Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1. The entity does not consider the Principles material to its business Not Applicable
(Yes/No)
2. The entity is not at a stage where it finds itself in a position to
formulate and implement the policies on specified principles.
3. The entity does not have financial or manpower resources available
for the task.
4. It is planned to be done in the next financial year.
5. Any other reason (please specify)
Essential Indicators
1. Percentage coverage by training and awareness programmes on any of the Principles during the financial year:
Segment Total number of training Topics/ principles covered %age of persons in
and awareness programmes under the training and its respective category
held impact covered by the awareness
programmes
Board of Directors 1 ESG and BRSR 100
Key Managerial Personnel 1 ESG and BRSR 100
Employees other than BoD 1 ESG and BRSR 100
and KMPs
Workers - - -
2. Details of fines / penalties /punishment/ award/ compounding fees/ settlement amount paid in proceedings (by the
entity or by directors / KMPs) with regulators/ law enforcement agencies/ judicial institutions, in the financial year, in
the following format.
Note: the entity shall make disclosures on the basis of materiality as specified in Regulation 30 of SEBI (Listing
Obligations and Disclosure Obligations) Regulations, 2015 and as disclosed on entity’s website:
Monetary
NGRBC Principle Name of the Amount (in Rs.) Brief of the Case Has an appeal
regulatory/ been preferred?
enforcement (Yes/No)
agencies/judicial
institutions
Penalty/ Fine - - - - -
Settlement - - - - -
Compounding Fee - - - - -
Non-Monetary
Imprisonment - - - - -
Punishment - - - - -
3. Of the instances disclosed in Question 2 above, details of the Appeal/Revision preferred in cases where monetary or
non-monetary action has been appealed.
Case Details Name of the regulatory/ enforcement agencies/ judicial institutions
- -
4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide a
web-link to the policy
Yes. www.authum.com
5. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law enforcement
agency for the charges of bribery/ corruption:
FY 2022-23 FY 2021-22
Directors - -
KMPs - -
Employees - -
Workers - -
7. Provide details of any corrective action taken or underway on issues related to fines/penalties/action taken by
regulators/ law enforcement agencies/ judicial institutions, on cases of corruption and conflicts of interest.
Not applicable
Leadership Indicators
1. Does the entity have processes in place to avoid/ manage conflict of interests involving members of the Board? (Yes/
No) If Yes, provide details of the same.
Yes, Authum has zero tolerance towards unethical business practices and ensures adherence to relevant principles
including in relation to conflict of interest. Authum has put in place adequate measures and procedures to ensure that
no conflict of interest arises involving members of the Board.
Every Director on the Board is required to make disclosure of his / her interest or concern in other entities (under Section
184 of the Companies Act, 2013) and also the parties to which such Director is related to (under Section 2(76) of the
Companies Act, 2013 and other laws applicable). Such disclosure is required to be made as and when a Director attends
the first Board Meeting after his/her appointment on the Board and thereafter at every first Board Meeting held in a
financial year as well as within 30 days from any change in the disclosure previously given by such Director.
Principle 2: Businesses should provide goods and services that are safe and contribute to sustainability
throughout their life cycle.
Essential Indicators
1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental
and social impacts of product and processes to total R&D and capex investments made by the entity, respectively.
FY 2022-23 FY 2021-22 Details of improvements in
environmental and social
impacts
R&D Not Applicable
Capex
2. a. Does the entity have procedures in place for sustainable sourcing? (Yes/No)
Not Applicable
b. If yes, what percentage of inputs were sourced sustainably?
Not Applicable
3. Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at the end of life,
for (a) Plastics (including packaging) (b) E-waste (c) Hazardous waste and (d) other waste.
Not applicable. The Company is engaged only in investment activities as a Non-Banking Financial Company and does not
have any goods and raw materials utilization as a part of its products and services.
4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes / No). If yes, whether the
waste collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution Control
Boards? If not, provide steps taken to address the same.
No
Principle 3: Businesses should promote the well-being of all employees, including those in their value chains.
Essential Indicators
1. a. Details of measures for the well-being of employees:
Category % Of employees covered by
Total Health Accident Maternity Paternity Day Care
(A) Insurance Insurance Benefits Benefits Facilities
Number % (B/A) Number % (C /A) Number % (D/A) Number % (E/A) Number % (F/A)
(B) (C) (D) (E) (F)
Permanent employees
Male 16 - - - - - - - - - -
Female 2 - - - - - - - - - -
Total 18 - - - - - - - - - -
Other than Permanent employees
Male The Company does not have employees other than Permanent Employees.
Female
Total
2. Details of retirement benefits, for Current Financial Year and Previous Financial Year
3. Accessibility of workplaces: Are the premises / offices of the entity accessible to differently abled employees and
workers, as per the requirements of the Rights of Persons with Disabilities Act, 2016? If not, whether any steps are
being taken by the entity in this regard.
Yes, the office is accessible to differently abled employees.
4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide
a web-link to the policy.
No
5. Return to work and Retention rates of permanent employees and workers that took parental leave.
Gender Permanent employees Permanent workers
Return to work rate Retention rate Return to work rate Retention rate
Male 100% - Not applicable
Female - -
Total 100% -
6. Is there a mechanism available to receive and redress grievances for the following categories of employees and worker?
If yes, give details of the mechanism in brief.
Yes/No (If Yes, then give details of the mechanism in brief)
Permanent Workers The Company does not have any Workers under employment.
Other than Permanent Workers
Permanent Employees The Company follow an “open-door” approach. Any employee having issues
with related to work may contact senior management freely.
Other than Permanent Employees The Company does not have employees other than Permanent Employees.
12. Describe the measures taken by the entity to ensure a safe and healthy workplace
We encourage employees to adopt healthy habits such as taking breaks, staying hydrated, and practicing good posture to
prevent fatigue and injury.
13. Number of Complaints on the following made by employees and workers:
15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on significant
risks / concerns arising from assessments of health & safety practices and working conditions.
Not Applicable
Leadership Indicators
1.
Does the entity extend any life insurance or any compensatory package in the event of death of
A Employees (Y/N)
No.
B Workers (Y/N): NA
Not Applicable. Our Company does not have any worker.
2. Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and deposited by the
value chain partners.
We ensure that all statutory payment challans of previous month are attached with current invoice of our regular vendors.
3. Provide the number of employees / workers having suffered high consequence work-related injury / ill-health / fatalities
(as reported in Q11 of Essential Indicators above), who have been rehabilitated and placed in suitable employment or
whose family members have been placed in suitable employment
Not Applicable
4. Does the entity provide transition assistance programs to facilitate continued employability and the management of
career endings resulting from retirement or termination of employment? (Yes/ No)
No.
5. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from
assessments of health and safety practices and working conditions of value chain partners.
Not Applicable.
Essential Indicators
1. Describe the processes for identifying key stakeholder groups of the entity.
The Company is a NBFC mainly into investments and trading in equity market and its stakeholders include a diverse range
of groups, such as employees, banks, custodians, business associates, shareholders, regulators and communities.
The Company endeavours to maintain strong relationships with all of its stakeholder groups, which are identified based
on their potential to add value to the Company’s business. The key stakeholders identified by the Company are Employees,
Shareholders, Beneficiaries of CSR Projects and Regulatory Bodies.
2. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder group
Segment Whether Channels of communication Frequency of Purpose and scope of
identified as (Email, SMS, Newspaper, engagement (Annually/ engagement including
Vulnerable & Pamphlets, Advertisement, Half yearly/ Quarterly/ key topics and concerns
Marginalised Community Meetings, Notice others – please raised during such
Group (Yes/No) Board, Website), Other specify) engagement
Shareholders No Email, SMS, Newspaper, Quarterly To share updates of the
Website Company and to call for
meetings
Investors No Email, Newspaper, Website As required To share updates of the
Company
Vulnerable No Email, Newspaper, Website As required To share updates of the
Customers Company
Other Customers No Email, Newspaper, Website As required To share updates of the
Company
Employees No Email, Website As required To share updates of the
Company
Government and No Email As required To share updates of the
Regulators Company
Value Chain No Email As required To share updates of the
Partners Company
CSR Community No Email, In person meetings As required To share updates of the
Company
Leadership Indicators
1. Provide the processes for consultation between stakeholders and the Board on economic, environmental, and social
topics or if consultation is delegated, how is feedback from such consultations provided to the Board.
The Company ensures transparent communication and access to relevant information about its decisions that impact
relevant stakeholders, keeping in mind the need to protect confidential competitive plans and information. Engagement
with stakeholders is a continuous process for AIIL and such engagement is driven by the senior management of the
Company. The ESG Committee is updated with various developments arising out of such engagement for taking its
guidance / inputs on such matters.
2. Whether stakeholder consultation is used to support the identification and management of environmental, and social
topics (Yes / No).
If so, provide details of instances as to how the inputs received from stakeholders on these topics were incorporated
into policies and activities of the entity.
Yes. The engagement with stakeholders on a continuous basis helps in meeting the expectations for enabling the Company
to serve its stakeholders better.
3. Provide details of instances of engagement with, and actions taken to, address the concerns of vulnerable/ marginalised
stakeholder groups
The Company through its CSR policy has taken up various initiatives and activities for the benefit of different segments
of the society, with focus on the marginalised, vulnerable and under-privileged.
Essential Indicators
1. Employees and workers who have been provided training on human rights issues and policy(ies) of the entity, in the
following format:
Category FY 2022-23 FY 2022-23
Total (A) No. of % (B/A) Total (C) No. of % (D/C)
employees employees
workers workers
covered (B) covered (D)
Employees
Permanent - - - - - -
Other than Permanent - - - - - -
Total Employees - - - - - -
Workers
Permanent The Company does not have any worker
Other than Permanent
Total Workers
2. Details of minimum wages paid to employees and workers, in the following format:
Category FY 2022-23 FY 2021-22
Total Equal to Minimum More than Total Equal to Minimum More than
(A) Wage Minimum age (D) Wage Minimum Wage
No. (B) % (B/A) No. (C) % (C/A) No. (E) % (E/D) No. (F) % (F/D)
Employees
Male 16 - - 16 100 10 - - 10 100
Female 2 - - 2 100 1 - - 1 100
Other than
permanent
Male Not Applicable
Fmale
Workers
Permanent The Company does not have any worker
Male
Female
Other than
Permanent
Male
Female
4. Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or issues caused
or contributed to by the business? (Yes/No)
Yes
5. Describe the internal mechanisms in place to redress grievances related to human rights issues.
Human Rights is one of the core values of the Company. The Company is committed to maintaining a safe and harmonious
business environment and workplace for everyone, irrespective of ethnicity, region, sexual orientation, race, caste, gender,
religion, disability, work, designation, and such other parameters.
6. Number of Complaints on the following made by employees and workers:
Category FY 2022-23 FY 2021-22
Filed during Pending Remarks Filed during Pending Remarks
the year resolution the year resolution
at the end of at the end of
year year
Sexual Harassment Nil
Discrimination at
workplace
Child Labour
Forced Labour/
Involuntary Labour
Wages
Other human rights
related issues
7. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases.
We have constituted an internal complaints committee state wise to address Prevention of Sexual Harassment Committee
(POSH) related complaints. Any other employee grievances are addressed through employee portal which is directly
monitored by Head HR of the Company and in this process, we make sure the identity of complainant is kept confidential
8. Do human rights requirements form part of your business agreements and contracts? (Yes/No)
Yes
9. Assessments for the year:
%age of your plants and offices that were assessed
(by entity or statutory authorities or third parties)
Child labour 0
Forced/involuntary labour 0
Sexual harassment 0
Discrimination at workplace 0
Wages 0
Others – please specify 0
10. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the
assessments at Question 9 above.
Not applicable
Leadership Indicators
1. Details of a business process being modified / introduced as a result of addressing human rights grievances/ complaints.
None, due to NIL grievance.
2. Details of the scope and coverage of any Human rights due diligence conducted.
None.
3. Is the premise/office of the entity accessible to differently abled visitors, as per the requirements of the Rights of
Persons with Disabilities Act, 2016?
Yes, the office is accessible to differently abled persons.
4. Details on assessment of value chain partners:
%age of your plants and offices that were assessed
(by entity or statutory authorities or third parties)
Child labour 0
Forced/involuntary labour 0
Sexual harassment 0
Discrimination at workplace 0
Wages 0
Others – please specify 0
5. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the
assessments at Question 4 above.
None.
Principle 6: Businesses should respect, protect and make efforts to restore the environment.
Essential Indicators:
1. Details of total energy consumption (in Gigajoules) and energy intensity, in the following format:
Parameter FY 2022-23 FY 2021-22
Total electricity consumption (A) Not applicable Not applicable
Total fuel consumption (B) Not applicable Not applicable
Energy consumption through other sources (C) Not applicable Not applicable
Total energy consumption (A+B+C) Not applicable Not applicable
Energy intensity per rupee of turnover (Total energy
consumption/turnover in Lac)
Energy intensity (optional) – the relevant metric may be selected
by the entity
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N)
If yes, name of the external agency.
No
2. Does the entity have any sites / facilities identified as designated consumers (DCs) under the Performance, Achieve and
Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme have
been achieved. In case targets have not been achieved, provide the remedial action taken, if any
No
3. Provide details of the following disclosures related to water, in the following format:
The Company’s usage of water is primarily restricted to employees’ consumption purposes only.
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N)
If yes, name of the external agency.
No
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N)
If yes, name of the external agency
No
6. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following format:
Parameter Please specify unit FY 2022-23 FY 2021-22
Total Scope 1 emissions (Break- Metric tonnes of Negligible amount Negligible amount
up of the GHG into CO2, CH4, CO2 equivalent
N2O, HFCs, PFCs, SF6, NF3, if
available)
Total Scope 2 emissions (Break- Metric tonnes of Negligible amount Negligible amount
up of the GHG into CO2, CH4, CO2 equivalent
N2O, HFCs, PFCs,SF6, NF3, if
available)
Total Scope 1 and Scope 2 Metric tonnes of Negligible amount Negligible amount
emissions per Lac of turnover CO2 equivalent
Total Scope 1 and Scope 2
emission intensity (optional)–
the relevant metric may be
selected by the entity
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N)
If yes, name of the external agency.
No
7. Does the entity have any project related to reducing Green House Gas emission? If Yes, then provide details. No
Not Applicable as the Company is a Financial Company
8. Provide details related to waste management by the entity, in the following format:
Parameter FY 2022-23 FY 2021-22
Total Waste generated (in metric tonnes)
Plastic waste (A) Not Applicable Not Applicable
E-waste (B) Not Applicable Not Applicable
Bio-medical waste (C) Not Applicable Not Applicable
Construction and demolition waste (D) Not Applicable Not Applicable
Battery waste (E) Not Applicable Not Applicable
Radioactive waste (F) Not Applicable Not Applicable
Other Hazardous waste. Please specify, if any. (G) - -
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N)
If yes, name of the external agency.
No
9. Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted by
your Company to reduce usage of hazardous and toxic chemicals in your products and processes and the practices
adopted to manage such wastes.
We are not generating any hazardous and toxic chemicals due to nature of our business
10. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries,
biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where environmental
approvals / clearances are required, please specify details in the following format:
Sr. No. Location of Type of operations Whether the conditions of environmental approval
operations/ / clearance are being complied with? (Y/N) If no, the
offices reasons thereof and corrective action taken, if any
Not applicable
11. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the
current financial year:
Name and brief EIA Notification Date Whether Results Relevant Web link
details of project No. conducted by communicated
independent in public domain
external agency (Yes / No)
(Yes / No)
Not applicable
12. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such as the Water
(Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment protection act and
rules thereunder (Y/N).
Yes
Leadership indicators
1. Does the entity have a business continuity and disaster management plan? Give details in 100 words/ web link
In view of the COVID-19 pandemic, the Company had framed business continuity plan to avoid any disruption of critical
services. During the reporting year, there were no disruptions of critical services of the Company. The Company is prepared
to invoke business continuity plan as and when the likely disruptive events, their probability and impact on business
operations are envisaged
Essential Indicators
1. a. Number of affiliations with trade and industry chambers/ associations.
Nil
b. List the top 10 trade and industry chambers/ associations (determined based on the total members of such body) the
entity is a member of/ affiliated to.
Sr. No. Name of the trade and industry chambers/ Reach of trade and industry chambers/
associations associations (State/ National)
Nil
2. Provide details of corrective action taken or underway on any issues related to anti- competitive conduct by the entity,
based on adverse orders from regulatory authorities.
Name of authority Brief of the case Corrective action taken
Not applicable
Leadership Indicators
1. Details of public policy positions advocated by the entity :
Not applicable
Essential Indicators
1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the current
financial year.
Name and brief SIA Notification Date of Whether Results Relevant Web link
details of project No. notification conducted by communicated
independent in public domain
external agency (Yes / No)
(Yes / No)
Not applicable
2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken by
your entity, in the following
Sr. No Name of State District No. of Project % of PAFs Amounts paid
Project for Affected covered by to PAFs in the
which R&R is Families (PAFs) R&R FY (In Rs.)
ongoing.
Not applicable
Leadership Indicators
1. Provide details of actions taken to mitigate any negative social impacts identified in the Social Impact Assessments
(Reference: Question 1 of Essential Indicators above):
Details of negative social impact identified Corrective action taken
Nil
2. Provide the following information on CSR projects undertaken by your entity in designated aspirational districts as
identified by government bodies:
Sr. No. State Aspirational District Amount spent (in crores)
The Company has conducted CSR activities in different districts or states, but it has not yet taken any initiatives in the
aspirational districts.
3. (a) Do you have a preferential procurement policy where you give preference to purchase from suppliers comprising
marginalized /vulnerable groups? (Yes/No) :
No (procurement is done based on competitiveness). However, the Company encourages marginalized and vulnerable
groups.
(b) From which marginalized /vulnerable groups do you procure?
Not applicable.
(c) What percentage of total procurement (by value) does it constitute?
Not applicable.
4. Details of the benefits derived and shared from the intellectual properties owned or acquired by your entity (in the
current financial year), based on traditional knowledge:
Sr. No Intellectual Owned/ Acquired Benefit shared Basis of calculating
Property based (Yes/No) (Yes / No) benefit share
on traditional
knowledge
Not applicable
Principle 9: Businesses should engage with and provide value to their customers and consumers in a responsible
manner.
Essential Indicators
1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback
The Company does not have a customer interface.
2. Turnover of products and/ services as a percentage of turnover from all products/service that carry information about:
As a percentage to total turnover
Environmental and social parameters Not applicable
relevant to the product
Safe and responsible usage
Recycling and/or safe disposal
5. Does the entity have a framework/ policy on cyber security and risks related to data privacy? (Yes/No) If available,
provide a web-link of the policy
No
6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential
services; cyber security and data privacy of customers; re-occurrence of instances of product recalls; penalty / action
taken by regulatory authorities on safety of products / services.
Not Applicable
Management discussion
and analysis
Global economy Germany: GDP grew 1.8% compared to 2.6% in 2021
Overview: The global economic growth was estimated at a [Source: PWC report, EY report, IMF data, OECD data]
slower 3.2% in 2022, compared to 6% in 2021 (which was on
a smaller base of 2020 on account of the pandemic effect). Outlook
The relatively slow global growth of 2022 was marked by The global economy is expected to grow 2.8% in 2023,
the Russian invasion of Ukraine, unprecedented inflation, influenced by the ongoing Russia-Ukraine conflict.
pandemic-induced slowdown in China, higher interest rates, Concurrently, global inflation is projected to fall marginally
global liquidity squeeze and quantitative tightening by the to 7%. Despite these challenges, there are positive elements
US Federal Reserve. within the global economic landscape. The largest economies
like China, the US, the European Union, India, Japan, the UK,
The challenges of 2022 translated into moderated spending,
and South Korea are not in a recession. Approximately 70% of
disrupted trade and increased energy costs. Global inflation
the global economy demonstrates resilience, with no major
was 8.7% in 2022, among the highest in decades. US
financial distress observed in large emerging economies.
consumer prices increased about 6.5% in 2022, the highest
The energy shock in Europe did not result in a recession,
in four decades. The Federal Reserve raised its benchmark
and significant developments, including China's progressive
interest rate to its highest in 15 years. The result is that
departure from its strict zero-Covid policy and the resolution
the world ended in 2022 concerned that the following year
of the European energy crisis, fostered optimism for an
would be slower.
improved global trade performance. Despite high inflation,
The global equities, bonds, and crypto assets reported an the US economy demonstrated robust consumer demand
aggregated value drawdown of USD26 trillion from peak, in 2022. Driven by these positive factors, global inflation is
equivalent to 26% of the global gross domestic product likely to be still relatively high at 4.9% in 2024. Interestingly,
(GDP). In 2022, there was a concurrently unique decline even as the global
in bond and equity markets; 2022 was the only year when
economy is projected to grow less than 3% for the next five
the S&P 500 and 10-year US treasuries delivered negative
years, India and China are projected to account for half the
returns of more than 10%.
global growth (Source: IMF).
Gross FDI inflows – equity, reinvested earnings and other
capital – declined 8.4% to $55.3 billion in April-December. Indian economy
The decline was even sharper in the case of FDI inflows as Overview: Even as the global conflict remained geographically
equity: these fell 15% to $36.75 billion between April and distant from India, ripples comprised increased oil import
December 2022. Global trade expanded by 2.7% in 2022 bills, inflation, cautious government and a sluggish equity
(expected to slow to 1.7% in 2023). market. India’s economy grew at 7.2% in FY 2022-23. India
The S&P GSCI TR(Global benchmark for commodity emerged as the second fastest-growing G20 economy in
performance) fell from a peak of 4,319.55 in June 2022 to FY 2022-23. India overtook UK to become the fifth-largest
3495.76 in December 2022. There was a decline in crude global economy. India surpassed China to become the
oil, natural gas, coal, lithium, lumber, cobalt, nickel and urea world's most populous nation (Source: IMF, World Bank)
realisations. Brent crude oil dropped from a peak of around
USD 120 per barrel in June 2022 to USD 80 per barrel at the Growth of the Indian economy
end of the calendar year following the enhanced availability FY 20 FY 21 FY 22 FY23
of low-cost Russian oil. Real GDP 3.7 -6.6% 8.7 7.2
Regional growth (%) 2022 2021 growth(%)
World output 3.2 6.1 Growth of the Indian economy quarter by quarter, FY 2022-
Advanced economies 2.5 5 23
Emerging and developing 3.8 6.3
economies Q1FY23 Q2FY23 Q3FY23 Q4FY23
Real GDP 13.1 6.3 4.4 6.1
Performance of major economies growth (%)
United States: Reported GDP growth of 2.1% compared to (Source: Budget FY24; Economy Projections, RBI projections)
5.9% in 2021 India reported 8% higher rainfall over the long-period
China: GDP growth was 3% in 2022 compared to 8.1% in 2021 average in 2022. Due to unseasonal rains, India's wheat
harvest was expected to fall to around 102 million metric
United Kingdom: GDP grew by 4.1% in 2022 compared to tons (MMT) in 2022-23 from 107 MMT in the preceding
7.6% in 2021 year. Rice production at 132 million metric tons (MMT) was
Japan: GDP grew 1.7% in 2022 compared to 1.6% in 2021 almost at par with the previous year. Pulses acreage grew
to 31 million hectares from 28 million hectares. Due to a
risks are protracted geopolitical tensions, tightening global 2028. India’s insurance market is pegged to reach US$ 250
financial conditions, and slowing external demand. billion by 2025, adding additional life insurance premiums
of US$ 78 from 2020-30.
Union Budget FY 2023-24 provisions
The Association of Mutual Funds in India (AMFI) is expected to
The Budget 2022-23 sought to lay the foundation for the report a nearly five-fold growth in asset under management
future of the Indian economy by raising capital investment to reach Rs. 95 lakh crore and more than three times growth
outlay by 33% to Rs. 10 lakh crores, equivalent to 3.3% of in investor accounts to 130 million by 2025. India’s fintech
GDP and almost three times the space is expected to further drive the growth in various
2019-20 outlay, through various projects like PM Gatishakti, segments. India’s mobile wallet industry is expected to
Inclusive Development, Productivity Enhancement & grow at CAGR of 150% to reach US$ 4.4 billion by 2022,
Investment, Sunrise Opportunities, Energy Transition and while mobile wallet transactions is expected to touch Rs 32
Climate Action, as well as Financing of Investments. An outlay trillion during the same period. According to Goldman Sachs,
of Rs. 5.94 lakh crore was made to the Ministry of Defence investors have been investing in India’s stock market, which
(13.18% of the total Budget outlay). An announcement of is expected to reach >US$ 5 trillion, surpassing UK to become
nearly Rs. 20,000 crores was made for the PM Gati Shakti the fifth largest stock market globally by 2024. (Source: IBEF)
National Master Plan to catalyse the infrastructure sector. An
outlay of Rs. 1.97 lakh crore was announced for Production Indian non-banking financial sector overview
Linked Incentive schemes across 13 sectors. The Indian The non-banking financial companies (NBFCs) form a crucial
government intends to accelerate part of India’s financial framework. The sector has recorded
road construction in FY24 by 16-21% to 12,000-12,500 substantial growth over the years with the size of assets
km. The overall road construction project pipeline remains becoming almost 13% of India’s gross domestic product.
robust at 55,000 km across various execution stages. These According to Fitch Ratings, improving credit growth, reduced
realities indicate that a structural shift is underway that asset-quality risks are expected to be the characteristics
could strengthen India’s positioning as a long-term provider of the Indian non-banking financial institutions during
of manufactured products and its emergence as a credible FY 2022-23. This is expected to strengthen the performance
global supplier of goods and services of the non-banking financial companies
amidst a broadening economic recovery, although certain
Indian financial services sector overview segments are expected to remain vulnerable on account of
India enjoys a diversified financial sector undergoing rapid higher than expected inflation.
expansion with regards to robust growth of existing financial According to a report by Crif High Mark, non-banking finance
services companies and new entities entering the market. companies and micro finance institutions accounted for
The sector includes commercial banks, insurance companies, 35.1% of the outstanding loans as of September 2022,
non-banking financial companies, co-operatives, pension surpassing banks which held a 34.8% stake. The NBFCs and
funds, mutual funds and other smaller financial entities. The MFIs have a greater contribution to the society as around
sector is dominated by the commercial banks accounting for 47% of their loans are in the smaller ticket sizes of between
more than 64% of the total assets. Rs 30,000 to Rs 50,000 while the same for bank was 35.9%. In
India’s insurance industry is a crucial component of the 2022, RBI issued more than 27 regulatory updates specific to
country’s financial sector. The total first-year premium of life the NBFC sector, a significant number of regulatory updates
insurance companies reached US$ 40.1 billion in FY 22. In to create a highly fluid compliance universe. There are over
FY 2022-23 (until May 2022), the total first year premium 9000 registered NBFCs in
of non-life insurance sector reached Rs 36,680.89 crore. As India that provide credit services to the underserved
of October 2022, total AUM managed by the mutual fund sections of the economy. These organisations are playing an
industry stood at Rs 39.50 trillion and the total number of instrumental role in deepening credit to the underbanked
accounts stood at 139.1 million. and unbanked sections of the society. The industry
Moreover, Bombay Stock Exchange (BSE) is expected to witnessed great success in the vehicle, housing and micro
establish a joint venture with Ebix Inc to build a robust credit services.
insurance distribution network in the country through a new (Source: Economic Times)
distribution exchange platform. The number of companies
listed on the National Stock Exchange of India Ltd. (NSE) Indian housing finance sector overview
enhanced from 135 in 1995 to 2,012 by FY 2022. In FY22, US$ The housing finance sector is expected to grow at a
14.55 billion was raised across 127 initial public offerings compound annual growth rate (CAGR) of 20.58% between
(IPOs). (Source: IBEF) FY 2022 – FY 2027 period. Growing urbanization and
affordable mortgage rates are the two major factors fueling
Outlook the growth of the market. In 2021, the affordable housing
India’s financial services industry experienced huge growth segment consists 90% of the market in terms of volume
in the past few years and the momentum is expected to and about 60% based on value. Millennials and young
prevail. India’s private wealth management industry has borrowers with high disposable incomes and need for urban
large growth headroom as the country is expected to have accommodation are potential consumers for home loans,
6.11 lakh high net worth individuals by 2025, leading India accounting for 27% of borrowers. According to ICRA, housing
to be the fourth largest private wealth market globally by finance companies clocked a 15% year-on-year growth in
shares and securities and also finance activities to achieve Risk Mitigation
the goal of increasing shareholder value.
Company Reputation risk: The Company undertakes
The Company’s brand image a comprehensive situation
Financial review
might be affected due to its analysis to assess customer
Revenues: Total consolidated revenue from operations in inability to address customer claims and is expected to
FY 2022-23 was Rs. 374.22 Crores, compared to Rs. 907.28 claims take strict action against
crores in FY 2021-22. customer underservicing
PAT: Profit after tax for FY 2022-23 stood at Rs. 240.20 crores, Regulatory risk: Any kind The Company invested
compared to Rs. 668.74 crores in FY 2021-22. of non-conformance in in software to assess
compliance and regulatory compliances to ensure that
Return on Capital employed: Return on Capital employed norms might lead to all responses are timely
during FY 2022-23 stood at 8.41% as compared to 21.43% financial or reputational given by regulators.
in FY 2021-22. damage.
Current ratio: There is no change in current ratio in
Internal control systems and their adequacy
FY 2022-23.
The internal audit system of the company has been regularly
Key numbers (Rs. in crores) tracked and reformed to make sure that assets are protected,
established regulations are complied with and pending
Particulars 2022-23 2021-22
issues are addressed on time. The audit committee reviews
Revenue from operations 377.36 907.28 reports presented by the internal auditors on a routine basis.
EBIT 334.17 855.63 The committee records the observations of the auditors and
PAT 240.20 668.74 takes corrective actions, if necessary. It maintains constant
Return on capital employed 8.41 21.43 dialogue with statutory and internal auditors to ensure that
(%) internal control systems are operating effectively
Current ratio (x) 0.66 0.66
Human resources and industrial relations
Net profit margin (%) 64 74
The Company considers that the value of the employees is
Our risk management framework the key to its success and is devoted to provide them skills
which will enable them to seamlessly evolve with ongoing
Risk Mitigation technological advancements.
Economic risk: Unfavourable India’s economy grew by The Company’s permanent workforce stood at 17 as at 31st
macro-economic factors 7.2% in FY 22-23; Authum March, 2023. During the year, the Company arranged
might hamper the company’s recorded a 2.60% growth in
performance. assets under management training programmes in different areas such as technical
and 59% degrowth in PAT skills, behavioural skills, business excellence, general
management, advanced management, leadership skills,
Underwriting risk: Inability to The Company’s robust
customer orientation, safety, values and code of conduct.
assess customer credibility underwriting team has
might result in higher a well-defined customer
Cautionary statement
delinquencies evaluation standard,
including experienced This statement made in this section describes the Company’s
professionals such as objectives, projections, expectation and estimations which
Chartered Accountants may be ‘forward-looking statements’ within the meaning of
applicable securities laws and regulations.
Employee risk: Higher The Company’s long-term
attrition among experienced business strategy offers
talent might hamper the growth opportunities to its
growth of the company employees. Majority of the
middle and senior level
employees have a long-term
relationship with the
BOARD OF DIRECTORS:
COMPOSITION OF THE BOARD AND DETAILS OF DIRECTORS, BOARD MEETINGS, ATTENDANCE RECORDS OF BOARD AND OTHER
DIRECTORSHIP(S)
The composition of the Board of your Company is in conformity with the provisions of the Companies Act, 2013 (“the Act”) and
the Listing Regulations, as amended from time to time.
The Company’s Board consists of Seven Directors as on March 31, 2023 out of which there are Two Non-Executive Non-
Independent Director, Four Independent Directors and One Executive Director. The Chairman of the Board is an Executive
Director. Name and category of each Director is given below:
Note:
Mr. Haridas Bhat and Mr. Rahul Bagaria were appointed as Additional Directors via circular resolution of the Board dated
August 1, 2022 and Mr. Sanjiv Swarup resigned as Director w.e.f. August 1, 2022.
During the financial year 2022-23, the Board of Directors met 7 times on the following dates:
May 24, 2022, August 8, 2022, September 27, 2022, November 9, 2022, January 10, 2023, February 13, 2023 and March 10,
2023. The gap between any two meetings did not exceed one hundred and twenty days.
Names of the Listed Entities where the Directors of the Company is a Director and the category of Directorship:
Sr. Name and DIN of Director Name of the Listed Entity Designation Category
No
1 Mr. Sanjay Dangi (DIN: 00012833) Reliance Commercial Director Director
Finance Limited
2 Mr. Amit Dangi (DIN: 06527044) Reliance Commercial Director Director
Finance Limited
3 Mr. Rahul Bagaria (DIN: 06611268) Reliance Commercial Independent Director Non Executive Director
Finance Limited
4 India Pesticides Limited Non-Independent Non Executive Director
Director
5 Mrs. Bhaviika Jain (DIN: 08738884) Reliance Commercial Independent Director Non Executive Director
Finance Limited
In the opinion of the Board, the Independent Directors fulfills the conditions as specified in Listing Regulations and are
independent of the Management.
FAMILIARIZATION PROGRAMMES
The Company has adopted a structured programme for orientation of all the Directors including Independent Directors at the
time of their joining so as to familiarize them with the Company – its operations, business, industry and environment in which
it functions and the regulatory environment applicable to it.
Pursuant to Regulation 25(7) of the Listing Regulations, the management conducts familiarization programmes for its Directors
which includes discussion on industry outlook and updates on various matters viz. Regulatory, Business, Trading Operations,
Finance, Internal Control, Information Technology etc.
The details of programmes for familiarization of Directors are available on the Company’s website: www.authum.com
TERMS OF REFERENCE
The terms of reference of the Audit Committee includes the following:
a. Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the
financial statement is correct, sufficient and credible;
b. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
c. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
d. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the
board for approval, with particular reference to:
1. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in
terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;
2. Changes, if any, in accounting policies and practices and reasons for the same;
3. Major accounting entries involving estimates based on the exercise of judgment by Management;
4. Significant adjustments made in the financial statements arising out of audit findings;
5. Compliance with listing and other legal requirements relating to financial statements;
6. Disclosure of any related party transactions and
7. Qualifications in the draft audit report.
e. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
f. Reviewing, with the management, the statement of uses/ application of funds raised through an issue (public issue,
rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer
document/ prospectus/ notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds
of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
g. Review and monitor the auditor’s independence and performance, and effectiveness of audit process;
h. Approval or any subsequent modification of transactions of the company with related parties;
i. Scrutiny of inter-corporate loans and investments;
j. Valuation of undertakings or assets of the company, wherever it is necessary;
k. Evaluation of internal financial controls and risk management systems;
l. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control
systems;
m. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing
and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
n. Discussion with internal auditors of any significant findings and follow up there on;
o. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud
or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
p. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit
discussion to ascertain any area of concern;
q. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in
case of non-payment of declared dividends) and creditors;
r. To review the functioning of the Whistle Blower mechanism;
s. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function
or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate.
TERMS OF REFERENCE
The Nomination and Remuneration Committee is primarily responsible to:
1. To oversee the framing, review and implementation of Remuneration/Compensation policy of the Company, approved by
the Board.
2. Formulation of the criteria for determining qualifications, positive attributes, and independence of a Director and
recommend to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel and other
employees. The Committee shall ensure that –
A. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the
quality required to run the Company successfully;
B. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
C. remuneration to directors, Key Managerial Personnel and Senior Management Personnel involves a balance between
fixed and variable pay reflecting short and long-term performance objectives appropriate to the working of the
Company and its goals;
D. The Committee may revisit the principles basis industry and regulatory context, company context and emerging best
practices from time to time
3. Identify persons who are qualified to become directors and who may be appointed in senior management in accordance
with the criteria laid down by the Committee, recommend to the Board their appointment and removal.
4. The Committee shall formulate the criteria and specify the manner for effective evaluation of performance of Board, its
committees and individual directors (Independent & Non-Independent Directors) to be carried out either by the Board or
by the Nomination and Remuneration Committee and review its implementation and compliance.
5. To determine whether to extend or continue the term of appointment of the Independent Director on the basis of the
report of their performance evaluation. The tenure of extension or continuity of Independent Director shall be computed
as per the provisions of sub-section (10) and (11) of Section 149 of the Companies Act, 2013 read with Explanation there
to and Regulation 16(1)(b) of the Listing Regulations.
6. To recommend to the Board, all remuneration, in whatever form, payable to Senior Management Personnel.
7. Devising a policy on Board diversity
8. For every appointment of an independent director, the Committee shall evaluate the balance of skills, knowledge and
experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required
of an independent director. The person recommended to the Board for appointment as an independent director shall
have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee
may:
A. use the services of an external agencies, if required;
B. consider candidates from a wide range of backgrounds, having due regard to diversity; and
C. consider the time commitments of the candidates.
9. Formulation of Succession policy and Succession plan for Executive Vice Chairman, Managing Director and CEO, Key
Managerial personnel and Senior Management Personnel.
10. To work in close coordination with Risk Management Committee of the Company to achieve effective alignment between
compensation and risks to ensure that the compensation outcomes are symmetric with risk outcome.
11. To ensure that compensation levels are supported by the need to retain earnings of the Company and the need to
maintain adequate capital based on Internal Capital Adequacy Assessment Process (ICAAP).
12. To ensure ‘fit and proper’ status of proposed directors and that there is no conflict of interest in appointment of directors
on Board of the Company, Key Managerial Personnel and senior management.
REMUNERATION POLICY:
The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and
appointment of Directors, Senior Management and their remuneration. The remuneration Policy is stated below:
Nomination & Remuneration Policy:
1. Preamble
1.1 The remuneration policy provides a framework for remuneration paid to the members of the Board of Directors (“Board”),
Key Managerial Personnel (“KMP”) and the Senior Management Personnel (“SMP”) of the Company (collectively referred
to as “Executives”). The expression “senior management” means personnel of the Company who are members of its core
management team excluding Board of Directors comprising all members of management one level below the Executive
Directors, including the functional heads.
1.2 In terms of Section 178 of the Companies Act, 2013 which has been made effective from 1st April, 2014 by the Central
Government vide notification no. S.O. 902(E) issued on 26th March, 2014, this Remuneration Policy named as Authum
Investment & Infrastructure Limited Remuneration Policy (“the Policy”) is being framed and formulated for laying down
criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board
a policy, relating to the remuneration for the Executives.
1.3 The policy will be reviewed by the Nomination and Remuneration Committee of the Board of Directors, as and when
required.
3. Principles of remuneration
3.1 Support for Strategic Objectives: Remuneration and reward frameworks and decisions shall be developed in a manner
that is consistent with, supports and reinforces the achievement of the Company’s vision and strategy.
3.2 Transparency: The process of remuneration management shall be transparent, conducted in good faith and in accordance
with appropriate levels of confidentiality.
3.3 Internal equity: The Company shall remunerate the board members, KMP and senior management in terms of their
roles within the organization. Positions shall be formally evaluated to determine their relative weight in relation to other
positions within the Company.
3.4 External equity: The Company strives to pay an equitable remuneration, capable of attracting and retaining high quality
personnel. Therefore, the Company will remain logically mindful of the ongoing need to attract and retain high quality
people, and the influence of external remuneration pressures. Reference to external market norms will be made using
appropriate market sources, including relevant and comparative survey data, as determined to have meaning to the
Company’s remuneration practices at that time.
3.5 Flexibility: Remuneration and reward offerings shall be sufficiently flexible to meet both the needs of individuals and
those of the Company whilst complying with relevant tax and other legislation.
4. Compensation Structure
4.1 Remuneration to Non-Executive Directors: The Non-executive Directors of the Company are paid remuneration by way
of sitting fees for attending the meetings of the Board of Directors and its Committees. The said sitting fees paid to the
Non-executive Directors for the Board Meetings and Committee meetings are fixed by the Board and reviewed from time
to time in accordance with applicable law. The Non-executive Directors may be paid such remuneration as the Board
may approve from time to time subject to limits prescribed from time to time in the Act or Rules made there under.
4.2 Remuneration to Executive Directors, Key Managerial Personnel(s) (KMPs) & Senior Management Personnel(s) (SMPs):
The Company has a credible and transparent framework in determining and accounting for the remuneration of the
Managing Director/ Whole Time Directors (MD/ WTDs), Key Managerial Personnel(s) (KMPs) and Senior Management
Personnel(s) (SMPs). Their remuneration are governed by the external competitive environment, track record, potential,
individual performance and performance of the company as well as industry standards.
5. Supplementary provisions
5.1 Any matters not provided for in this Policy shall be handled in accordance with relevant State laws and regulations and
the Company’s Articles of Association. If this Policy conflict with any laws or regulations subsequently promulgated by
the state or with the Company’s Articles of Association as amended pursuant to lawful procedure, the relevant state laws
and regulations and the Company’s Articles of Association shall prevail, and this Policy shall be amended in a timely
manner and submitted to the Board of Directors for review and adoption.
5.2 The right to interpret this Policy vests in the Board of Directors of the Company.
The composition of the Committee along with the details of the meetings held and attended during the aforesaid period is
detailed below:
TERMS OF REFERNCE:
The CSR Committee has been constituted by the Board of Directors with powers, inter alia, to make donations/ contributions
to any Charitable and/or CSR projects or programs to be implemented directly or through eligible executing agency(ies), of at
least two percent of the Company’s average net profits during the three immediately preceding Financial Years in pursuance
of its CSR Policy for the Company’s CSR initiatives.
The role of CSR Committee includes formulating and recommending to the Board an annual action plan (including alteration
of such plan) consisting of: (i) list of approved projects or programs to be undertaken within the purview of Schedule VII of
the Act, (ii) manner of execution of such projects; (iii) modalities of utilisation of fund; (iv) implementation schedules; (v)
monitoring and reporting mechanism for the projects; (vi) details of need and impact assessment, if any, for the projects
undertaken and also to monitor the CSR Policy periodically, etc.
The scope of the Committee also includes, inter alia, the formulation and recommendation to the Board for its approval
and implementation, the Business Responsibility (“BR”) Policy(ies) of the Company, undertake periodical assessment of the
Company’s BR performance, review the draft BR Report and recommend the same to the Board for its approval and inclusion
in the Annual Report of the Company.
OTHER COMMITTEES:
The Board has constituted various Committees to look into various routine business matters; Securities Allotment and
Redemption Committee to look after the transfer / transmission of shares, issue of duplicate shares, redemption of preference
shares, etc., Risk Management Committee to ascertain & minimize risk, to take appropriate decisions for regular assessment
and minimization of risks, Corporate Governance Committee, Asset Liability Committee, Investment Committee as required
under RBI regulations.
REMUNERATION OF DIRECTORS
Details of General Location Day & Date Time Description of Special Resolution
Meetings
38th Annual General Via Video Wednesday, 4.00 1. Appointment of Mrs. Alpana Dangi (DIN: 01506529) as a Director of the
Meeting (2019- Conferencing September P.M. Company.
2020) 30, 2020 2. Appointment of Mr. Amit Dangi (DIN: 06527044) as a Whole Time
Director of the Company for the period of five years w.e.f. June 29, 2020.
3. Appointment of Mr. Amit Dangi (DIN: 06527044) a Whole Time Director
of the Company and fix his remuneration.
4. Appointment of Mr. Vinit Parikh (DIN: 01461830), as an Independent
Director of the Company for the period of five years w.e.f. September 30,
2020.
5. Appointment of Mr. Vimal Ajmera (DIN: 07011895), as an Independent
Director of the Company for the period of five years w.e.f. September 30,
2020.
6. Appointment of Mr. Ashokan Achuthan (DIN: 08738877) as an
Independent Director of the Company for the period of five years w.e.f.
September 30, 2020.
7. Appointment of Mrs. Bhaviika Jain (DIN: 08738884) as an Independent
Director of the Company for the period of five years w.e.f. September 30,
2020.
39th Annual General Via Video Thursday, 4.00 1. Appointment of Mr. Sanjiv Swarup (DIN: 00132716) as an Independent
Meeting (2020- Conferencing September P.M. Director of the Company.
2021) 30, 2021 2. Adoption of Memorandum of Association as per the provisions of the
Companies Act, 2013
3. Adoption of Articles of Association as per the provisions of the
Companies Act, 2013
4. Increasing the Borrowing Powers under Section 180(1) (c) of the
Companies Act, 2013 up to Rs. 4,000 Cr.
5. Approval for creation of charges, mortgages, hypothecation on the
immovable and movable assets of the Company under Section 180(1)
(a) of the Companies Act, 2013
6. Approval for raising of additional capital by way of one or more
public or private offerings including through a Qualified Institutions
Placement (‘QIP’) to eligible investors through an issuance of equity
shares or other eligible securities for an amount not exceeding Rs.
750 Crore.
Details of General Location Day & Date Time Description of Special Resolution
Meetings
40th Annual General Via Video Tuesday, 4.00 1. Appointment of Mr. Haridas Bhat (DIN: 09691308) as an Independent
Meeting (2021- Conferencing September P.M. Director of the Company.
2022) 27, 2022 2. Appointment of Mr. Rahul Bagaria (DIN: 06611268) as an Independent
Director of the Company.
3. Revision in the terms of payment of remuneration to Mr. Amit Dangi,
Whole Time Director & CFO (DIN: 06527044).
4. Approval of remuneration payable to Mr. Divy Dangi son of Director and
Promoter of the Company.
5. Increasing the Borrowing Powers under Section 180(1) (c) of the
Companies Act, 2013 up to Rs. 4,000 Cr.
6. Approval for creation of charges, mortgages, hypothecation on the
immovable and movable assets of the Company under Section 180(1)
(a) of the Companies Act, 2013
7. Approval for raising of additional capital by way of one or more
public or private offerings including through a Qualified Institutions
Placement (‘QIP’) to eligible investors through an issuance of equity
shares or other eligible securities for an amount not exceeding Rs.
750 Crore.
8. Approval of Related Party Transactions
Month Open Price High Price Low Price Close Price No. of Shares
Apr-22 178.40 209.40 173.85 178.00 387109
May-22 180.00 181.00 126.45 160.00 282130
Jun-22 163.00 168.00 134.00 140.90 87427
Jul-22 138.10 154.75 138.00 144.25 97582
Aug-22 145.00 186.45 134.00 171.90 641103
Sep-22 178.95 284.00 162.35 250.75 3486523
Oct-22 256.00 269.70 210.75 211.90 339459
Nov-22 210.05 273.90 209.60 240.90 829939
Dec-22 250.00 264.95 179.00 222.85 359209
Jan-23 222.85 227.00 188.05 190.70 198376
Feb-23 197.90 200.05 154.50 176.00 220440
Mar-23 182.00 224.50 168.00 194.75 403797
11. Share Transfer System In respect of shares held in dematerialized mode, the transfer takes place
instantaneously between the transferor, transferee and the Depository
Participant through electronic debit / credit of the accounts involved.
The Company obtains from a Company Secretary in Practice yearly certificate
of compliance pertaining to share transfer formalities as required under
Regulation 40(9) & (10) of the Listing Regulations with Stock Exchanges and
files a copy of the certificate with the Stock Exchanges.
12. Distribution of Shareholding as on Range of Equity Shares held No. of No. of Shares Percentage of
March 31, 2022: Shareholders/ held Shares held
Accounts (%)
1-5000 6699 967056 0.5694
5001-10000 29 199656 0.1176
10001-20000 17 237259 0.1397
20001-30000 4 90956 0.0536
30001-40000 3 97422 0.0574
40001-50000 3 136662 0.0805
50001-100000 7 498224 0.2933
100001 and above 30 167617865 98.6887
TOTAL 6792 169845100 100.00
13. Dematerialization of Shares and As on March 31, 2023; 16,98,45,100 Equity Shares aggregating to Rs.
Liquidity 16,98,45,100/- of the fully paid up share capital are held in dematerialized
mode.
Based on a SEBI directive, the Equity shares of the Company are permitted to
be traded only in dematerialised form and are available for demat under both
the Depositories in India - National Securities Depository Limited (NSDL) and
Central Depository Services (India) Limited (CDSL).
As on March 31, 2023; 100% shares of the Company are in demat mode. The
bifurcation of shares held in DPs as on March 31, 2023 is given below
The Company’s shares are compulsorily traded in dematerialized form on BSE.
Bifurcation of the category of shares in physical and electronic mode as on
March 31, 2023 is given below:
OTHER DISCLOSURES
DISCLOSURES ON MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS (RPT) THAT MAY HAVE POTENTIAL CONFLICT WITH
THE INTERESTS OF COMPANY AT LARGE
The Company complies with the disclosure requirements as prescribed in Regulation 23 of Listing Regulations pertaining to
Related Party Transactions (“RPT”) and follows Ind AS - 24 issued by Institute of Chartered Accountants of India (ICAI). For
details on material RPT’s please refer the section ‘Related Party Transaction’ as mentioned in the Boards’ Report.
DETAILS OF NON-COMPLIANCE BY THE COMPANY, PENALTIES, STRICTURES IMPOSED BY STOCK EXCHANGE, SEBI OR ANY
STATUTORY AUTHORITY, ON ANY MATTER RELATED TO THE CAPITAL MARKETS DURING THE LAST THREE YEARS:
The Company had received penalty notice amounting to Rs. 3,77,081/- from BSE Limited for delayed compliances pertaining to
the financial year 2016-17 and 2017-18. The Company has deposited the penalty amount with BSE alongwith the clarification
and further requested BSE to waive off the penalty imposed. BSE has waived off partial penalty amounting to Rs. 2,30,560/-
which has been set-off against the Annual Listing Fees for F.Y. 2022-23 payable by the Company.
THE COMPANY HAS COMPLIED WITH THE FOLLOWING NON-MANDATORY AND DISCRETIONARY REQUIREMENTS AS PER SCHEDULE
II PART E OF THE LISTING REGULATIONS
Chairperson’s office is maintained at Company’s expense and all reimbursements are allowed to the Chairperson in
performance of his duties.
The Internal Auditors of the Company make presentation to the Audit Committee on their reports.
The Company’s financial statement for F.Y. 2022-23 does not contain any audit qualification. The Company’s audited financial
statements are accompanied with unmodified opinion from the statutory auditor of the Company.
DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT OR QUALIFIED INSTITUTIONS PLACEMENT AS
SPECIFIED UNDER REGULATION 32(7A) OF LISTING REGULATIONS
During the year under review, your Company has not raised any funds through Preferential Allotment or Qualified Institutional
Placement.
COMPLIANCE CERTIFICATE
Certificate from Mayank Arora & Co, Practicing Company Secretaries, confirming compliances with the conditions of Corporate
Governance as stipulated under the Listing Regulations is attached as Annexure D.
EQUITY SHARES IN THE SUSPENSE ACCOUNT: NIL
ANNUAL REPORT
Annual Report containing, inter alia, Audited Accounts, Auditor’s Report, Boards’ Report, Corporate Governance Report, and
other material and related matters/ information is circulated by email to the Shareholders and others entitled thereto. The
copy of Annual Report is also available on Company’s website at www.authum.com.
Amit Dangi
Whole Time Director
DIN: 06527044
Place: Mumbai
Date: August 4, 2023
To,
The Members of
Authum Investment & Infrastructure Limited,
707, Raheja Centre,
Free Press Journal Marg,
Nariman Point
Mumbai – 400 021
In my opinion and to the best of my information, verifications (including Directors Identification Number (DIN) status at
the portal www.mca.gov.in) and according to our examination of the relevant records and information provided by AUTHUM
INVESTMENT & INFRASTRUCTURE LIMITED (‘the Company’) and based on representation made by the Management of the
Company for the period from 1st April, 2022 to 31st March, 2023 for the purpose of issuing a Certificate as per Regulation
34(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the
LODR Regulations’) read with Part C of Schedule V of the LODR Regulations, I hereby certify that NONE of the directors on the
Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by
the Securities and Exchange Board of India or Ministry of Corporate Affairs or any such statutory authority for the period as
on 31st March, 2023.
Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the
future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs
of the Company.
To
The Board of Directors
Authum Investment & Infrastructure Limited
707, Raheja Centre, Free Press Journal Road,
Nariman Point, Mumbai- 400021
Sub: Certificate on Audited Financial Statements for the financial year ended March 31, 2023 pursuant to Regulation 17(8) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Dear Sir(s) / Madam(s),
We have reviewed the Audited Financial Statements, read with the Cash Flow Statement of Authum Investment and
Infrastructure Limited for the year ended March 31, 2023 and to the best of our knowledge and belief, we state that;
a) (i) These statements do not contain any materially untrue statement nor do they omit any material fact or contain
statements that may be misleading.
(ii) These statements present the true and fair view of the company's affairs and are in compliance with current
Accounting standards, applicable laws and regulations.
b) There are, to the best of our knowledge and belief, no transactions entered into by the company during the year which
are fraudulent, illegal or in violation of the company's Code of Conduct.
c) We accept responsibility for establishing and maintaining internal controls for financial reporting. We have evaluated the
effectiveness of internal control systems of the Company and have disclosed to the auditors and Audit Committee deficiencies
in the design or operation of internal control, if any, and steps taken or proposed to be taken for rectifying these deficiencies.
d) We have indicated to the auditors and audit committee:
(i) Significant changes, if any in accounting policies made during the year and that the same have been disclosed
suitably in the notes to the financial statements;
(ii) There are no instances of fraud involving the management or an employee; and
(iii) Significant Changes, if any in the internal controls over financial reporting during the year.
Sd/-
Amit Dangi Deepak Dhingra
Whole Time Director Chief Financial Officer
DIN: 06527044
Place: Mumbai
Date: August 4, 2023
To
The Board of Directors
Authum Investment & Infrastructure Limited
707, Raheja Centre, Free Press Journal Road,
Nariman Point, Mumbai- 400021
I have examined all the relevant records of Authum Investment & Infrastructure Limited (‘the Company’) for the purpose of
certifying compliance with the conditions of Corporate Governance under Chapter IV to the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) for the financial year ended
March 31, 2023.
The compliance of conditions of Corporate Governance is the responsibility of the Management. My examination was limited
to procedures and implementation process adopted by the Company for ensuring compliance with the conditions of Corporate
Governance. This certificate is neither an audit nor an expression of opinion on the Financial Statements of the Company.
In my opinion and to the best of my information and according to the explanations and information furnished to me, I certify
that the Company has complied with all the conditions of Corporate Governance as stipulated in the said Listing Regulations.
I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the Management has conducted the affairs of the Company.
Report on the Audit of the Standalone opinion on these matters. We did not determine any key
Financial Statements audit matter to be communicated in our report.
preparation and presentation of the standalone financial that may cast significant doubt on the Company’s
statement that give a true and fair view and are free from ability to continue as a going concern. If we conclude
material misstatement, whether due to fraud or error. that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related
In preparing the standalone financial statements,
disclosures in the standalone financial statements or, if
management is responsible for assessing the Company’s
such disclosures are inadequate, to modify our opinion.
ability to continue as a going concern, disclosing, as
Our conclusions are based on the audit evidence
applicable, matters related to going concern and using the
obtained up to the date of our auditor’s report. However,
going concern basis of accounting unless management either
future events or conditions may cause the Company to
intends to liquidate the Company or to cease operations, or
cease to continue as a going concern.
has no realistic alternative but to do so.
• Evaluate the overall presentation, structure and content
Those Board of Directors are also responsible for overseeing
of the standalone financial statements, including the
the company’s financial reporting process.
disclosures, and whether the standalone financial
statements represent the underlying transactions and
Auditor’s Responsibilities for the Audit of the
events in a manner that achieves fair presentation.
Standalone Financial Statements
Our objectives are to obtain reasonable assurance about We communicate with those charged with governance
whether the standalone financial statements as a whole regarding, among other matters, the planned scope and
are free from material misstatement, whether due to fraud timing of the audit and significant audit findings, including
or error, and to issue an auditor’s report that includes our any significant deficiencies in internal control that we
opinion. Reasonable assurance is a high level of assurance, identify during our audit.
but is not a guarantee that an audit conducted in accordance We also provide those charged with governance with a
with SAs will always detect a material misstatement when it statement that we have complied with relevant ethical
exists. Misstatements can arise from fraud or error and are requirements regarding independence, and to communicate
considered material if, individually or in the aggregate, they with them all relationships and other matters that may
could reasonably be expected to influence the economic reasonably be thought to bear on our independence, and
decisions of users taken on the basis of these standalone where applicable, related safeguards.
financial statements.
From the matters communicated with those charged with
As part of an audit in accordance with SAs, we exercise governance, we determine those matters that were of
professional judgment and maintain professional skepticism most significance in the audit of the standalone financial
throughout the audit. We also: statements of the current period and are therefore the key
• Identify and assess the risks of material misstatement audit matters. We describe these matters in our auditor’s
of the standalone financial statements, whether due report unless law or regulation precludes public disclosure
to fraud or error, design and perform audit procedures about the matter or when, in extremely rare circumstances,
responsive to those risks, and obtain audit evidence we determine that a matter should not be communicated
that is sufficient and appropriate to provide a basis in our report because the adverse consequences of doing
for our opinion. The risk of not detecting a material so would reasonably be expected to outweigh the public
misstatement resulting from fraud is higher than for interest benefits of such communication.
one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or Report on Other Legal and
the override of internal control. Regulatory Requirements
As required by the Companies (Auditor’s Report) Order, 2020
• Obtain an understanding of internal control relevant to
(“the Order”), issued by the Central Government of India in
the audit in order to design audit procedures that are
terms of sub-section (11) of section 143 of the Companies
appropriate in the circumstances. Under section 143(3)
Act, 2013, we give in the Annexure – “A”, a statement on the
(i) of the Companies Act, 2013, we are also responsible
matters specified in paragraphs 3 and 4 of the Order, to the
for expressing our opinion on whether the company has
extent applicable.
adequate internal financial controls system in place and
the operating effectiveness of such controls. As required by Section 143(3) of the Act, we report that:
• Evaluate the appropriateness of accounting policies a. We have sought and obtained all the information and
used and the reasonableness of accounting estimates explanations which to the best of our knowledge and
and related disclosures made by management. belief were necessary for the purposes of our audit.
• Conclude on the appropriateness of management’s use b. In our opinion, proper books of account as required by
of the going concern basis of accounting and, based law have been kept by the Company so far as it appears
on the audit evidence obtained, whether a material from our examination of those books.
uncertainty exists related to events or conditions
Description of Gross carrying Held in name of Whether Period held Reason for
property value promoter, – indicate not being held
director or range, where in name of
their relative or appropriate company
employee
Land & Building 132.66 Crores Mentor Capital Promoter Group 03.01.2020 Note below
Limited
The company has created proper Escrow mechanism with bank and all sales are routed through proper channel and
sale consideration is directly credited to the company’s bank account on the same day and ensure that there is no
loss to the company on these assets.
(d) The Company has not revalued any of its Property, schedule of repayment of principal and payment
Plant and Equipment (including Right-of-Use of interest has been stipulated and in cases where
Assets) during the year. repayment of principal and payment of interest is
not received as stipulated, the cognizance thereof
(e) According to the information and explanations given
is taken by the Company in course of its periodic
to us and on the basis of our examination of the
regulatory reporting
records of the Company, there are no proceedings
initiated or pending against the Company for (d) According to the information and explanations
holding any benami property under the Prohibition given to us and on the basis of our examination of
of Benami Property Transactions Act, 1988 and rules the records of the Company, there is no overdue
made thereunder. amount for more than ninety days in respect of loans
given. In cases where repayment of principal and
2. (a) The inventories of Shares being held in electronic
payment of interest is not received as stipulated,
mode. Accordingly, paragraph 3(ii)(a) of the Order is
the cognizance thereof is taken by the Company in
not applicable.
course of its periodic regulatory reporting. According
(b) The Company has not been sanctioned any working to the information and explanation made available
capital facility by banks or financial institutions to us, reasonable steps are taken by the Company
during the year on the basis of security of its current for recovery thereof.
assets. Accordingly, paragraph 3(ii)(b) of the Order
(e) Since the Company’s principal business is to give
is not applicable.
loans. Accordingly, the provision of clause 3(iii)(e) of
3. (a) Since the Company’s principal business is to give the Order is not applicable to it.
loans. Accordingly, the provision of clause 3(iii)(a) of
(f) According to the information and explanations given
the Order is not applicable to it.
to us and on the basis of our examination of the
(b) In respect of the investments/ loans / securities, the records of the Company, the Company has not given
terms and conditions under which such investments any loans either repayable on demand or without
were made/loans were granted / securities provided specifying any terms or period of repayment.
are not prejudicial to the Company’s interest.
4. In our opinion and according to the information and
(c) In our opinion and according to the information explanations given to us, the Company has complied
and explanations given to us, in respect of with the provisions of section 185 and 186 of the
loans and advances in the nature of loans, the Companies Act, 2013 to the extent applicable to it.
(b) The reports of the Internal Auditor for the period based on our examination of the evidence supporting
under audit have been considered by us. the assumptions, nothing has come to our attention,
which causes us to believe that any material uncertainty
15. In our opinion and according to the information and
exists as at the date of the audit report indicating that
explanations given to us, the Company has not entered
Company is not capable of meeting its liabilities existing
into any non-cash transactions with its directors or
at the date of balance sheet as and when they fall due
persons connected to its directors and hence, provisions
within a period of one year from the balance sheet date.
of Section 192 of the Companies Act, 2013 are not
We, however, state that this is not an assurance as to
applicable to the Company.
the future viability of the Company. We further state
16. (a) The Company is required to be registered under that our reporting is based on the facts up to the date
Section 45-IA of the Reserve Bank of India Act, of the audit report and we neither give any guarantee
1934 and the Company has obtained the required nor any assurance that all liabilities falling due within a
registration. period of one year from the balance sheet date, will get
discharged by the Company as and when they fall due.
(b) According to the information and explanations
given to us, the Company has not conducted any 20. (a) In respect of other than ongoing projects, the
Non-Banking Financial or Housing Finance activities company has not transferred the remaining
without obtaining a valid CoR from the Reserve Bank unspent amount to a Fund specified in Schedule
of India as per the Reserve Bank of India Act, 1934. VII to the Companies Act, 2013 till the date of our
report. However, the time period for such transfer
(c) According to the information and explanations
i.e. six months of the expiry of the financial year as
given to us, the Company is not a Core Investment
permitted under the second proviso to sub-section
Company (‘CIC’) as defined under the Regulations by
(5) of section 135 of the said Act, has not elapsed
the Reserve Bank of India.
till the date of our report.
(d) According to the information and explanations
(b) In respect of ongoing projects, there are no amounts
provided to us during the course of audit, the Group
required to be transferred to unspent Corporate
does not have any CIC. Accordingly, the requirements
Social Responsibility (CSR) account as specified
of clause 3(xvi)(d) are not applicable.
under Section 135(6) of the Act. Accordingly, the
17. The Company has not incurred any cash losses in the requirements of clause 3(xx)(b) are not applicable.
financial year or in the immediately preceding financial
year.
18. There has been no resignation of the statutory auditors
during the year and accordingly the reporting under For H.R. Agarwal & Associates
clause 3 (xviii) is not applicable. Chartered Accountants
Firm Reg. No: 323029E
19. On the basis of the financial ratios, ageing and expected
dates of realization of financial assets and payment of Shyam Sunder Agarwal
financial liabilities, other information accompanying Partner
the standalone financial statements and our knowledge Place: Mumbai Membership No: 060033
of the Board of Directors and Management plans and Date: May 30, 2023 UDIN: 23060033BGUDFJ1343
Report on the Internal Financial Controls under controls system over financial reporting and their operating
Clause (i) of Sub-section 3 of Section 143 of the effectiveness. Our audit of internal financial controls over
Companies Act, 2013 (“the Act”) financial reporting included obtaining an understanding of
internal financial controls over financial reporting, assessing
We have audited the internal financial controls over financial
the risk that a material weakness exists, and testing and
reporting of Authum Investment & Infrastructure Limited
evaluating the design and operating effectiveness of internal
(“the Company”) as of 31st March 2023 in conjunction with
control based on the assessed risk. The procedures selected
our audit of the standalone financial statements of the
depend on the auditor’s judgment, including the assessment
Company for the year ended on that date.
of the risks of material misstatement of the standalone
financial statements, whether due to fraud or error.
Management’s Responsibility for Internal
Financial Controls We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit
The Company’s management is responsible for establishing
opinion on the Company’s internal financial controls system
and maintaining internal financial controls based on the
over financial reporting.
internal control over financial reporting criteria established
by the Company considering the essential components of
internal control stated in the Guidance Note on Audit of Meaning of Internal Financial Controls with
Internal Financial Controls over Financial Reporting issued reference to Standalone Financial Statements
by the Institute of Chartered Accountants of India (‘ICAI’). A Company's internal financial control over financial
These responsibilities include the design, implementation reporting is a process designed to provide reasonable
and maintenance of adequate internal financial controls assurance regarding the reliability of financial reporting
that were operating effectively for ensuring the orderly and the preparation of standalone financial statements for
and efficient conduct of its business, including adherence external purposes in accordance with generally accepted
to Company’s policies, the safeguarding of its assets, the accounting principles. A Company's internal financial
prevention and detection of frauds and errors, the accuracy control over financial reporting includes those policies and
and completeness of the accounting records, and the timely procedures that (1) pertain to the maintenance of records
preparation of reliable financial information, as required that, in reasonable detail, accurately and fairly reflect the
under the Companies Act, 2013. transactions and dispositions of the assets of the Company;
(2) provide reasonable assurance that transactions are
Auditors’ Responsibility recorded as necessary to permit preparation of standalone
Our responsibility is to express an opinion on the Company's financial statements in accordance with generally accepted
internal financial controls over financial reporting based on accounting principles, and that receipts and expenditures
our audit. We conducted our audit in accordance with the of the Company are being made only in accordance
Guidance Note on Audit of Internal Financial Controls over with authorisations of management and directors of the
Financial Reporting (the “Guidance Note”) and the Standards Company; and (3) provide reasonable assurance regarding
on Auditing, issued by ICAI and deemed to be prescribed prevention or timely detection of unauthorised acquisition,
under section 143(10) of the Companies Act, 2013, to the use, or disposition of the Company's assets that could have
extent applicable to an audit of internal financial controls, a material effect on the standalone financial statements.
both applicable to an audit of Internal Financial Controls
and, both issued by the Institute of Chartered Accountants Inherent Limitations of Internal Financial
of India. Those Standards and the Guidance Note require Controls with reference to Standalone
that we comply with ethical requirements and plan and Financial Statements
perform the audit to obtain reasonable assurance about Because of the inherent limitations of internal financial
whether adequate internal financial controls over financial controls over financial reporting, including the possibility
reporting was established and maintained and if such of collusion or improper management override of controls,
controls operated effectively in all material respects. material misstatements due to error or fraud may occur and
Our audit involves performing procedures to obtain audit not be detected. Also, projections of any evaluation of the
evidence about the adequacy of the internal financial internal financial controls over financial reporting to future
periods are subject to the risk that the internal financial Company considering the essential components of internal
control over financial reporting may become inadequate control stated in the Guidance Note on Audit of Internal
because of changes in conditions, or that the degree of Financial Controls Over Financial Reporting issued by the
compliance with the policies or procedures may deteriorate. Institute of Chartered Accountants of India.
Opinion
For H.R. Agarwal & Associates
In our opinion, the Company has, in all material respects, an
Chartered Accountants
adequate internal financial controls over financial reporting
Firm Reg. No: 323029E
with reference to standalone financial statements and such
internal financial controls over financial reporting with Shyam Sunder Agarwal
reference to standalone financial statements were operating Partner
effectively as at 31st March 2023, based on the internal Place: Mumbai Membership No: 060033
control over financial reporting criteria established by the Date: May 30, 2023 UDIN: 23060033BGUDFJ1343
Standalone Statement of Profit and Loss for the year ended 31st MARCH 2023
(H In Crores)
S. Particulars Note For the Year ended For the Year ended
No. No. 31.03.2023 31.03.2022
I. Revenue from Operations
Interest Income 19 9.64 7.93
Dividend Income 32.76 26.08
Net Gain / (Loss) on Fair Value Changes 20 (141.60) 394.52
Net Gain / (Loss) on Speculation in Shares & Securities 5.78 6.70
Net Gain / (Loss) on Sale of Investments 466.17 468.52
Income from Mutual Funds/Funds 1.47 3.64
Total Revenue from operations 374.22 907.38
II. Other Income 3.13 (0.10)
III. Total Income 377.36 907.28
IV. Expenses
Finance Costs 21 45.87 29.65
Employee Benefits Expenses 22 1.43 0.80
Depreciation, Amortization and Impairment 23 1.12 0.09
Others Expenses 24 41.76 50.85
Total Expenses 90.18 81.39
V. Profit / (Loss) Before Tax 287.18 825.89
Tax Expense:
Current Tax 43.20 157.15
Income tax for earlier years 3.78 -
VI. Profit / (Loss) for the year 240.20 668.74
Other Comprehensive Income
Items that will not be reclassified to profit or loss
(i) Fair Valuation of Equity Instruments through Other (370.49) 1,023.03
Comprehensive Income
Other Comprehensive Income (370.49) 1,023.03
Total Comprehensive Income for the year (130.29) 1,691.77
Earnings per equity share
Basic (H) 14.14 39.88
Diluted (H) 14.14 39.88
B) OTHER EQUITY
(1) Current Reporting Period (H in Crores)
Financial Statements
Notes to the financial statements for the year ended 31st MARCH 2023
1. NOTES TO THE FINANCIAL STATEMENTS
(a) COMPANY OVERVIEW
Authum Investment and Infrastructure Limited (‘the Company’) is a Public Limited Company incorporated in India with its
registered office located at 707, Raheja Center, Nariman Point, Mumbai – 400021. The Company is listed on Bombay Stock
Exchange & The Calcutta Stock Exchange. The Company is a non-deposit taking Systemically Important Non-Banking
Financial Company (“NBFC”) registered with the Reserve Bank of India (RBI) under Section 45-IA of the Reserve Bank of
India Act,1934 and primarily engaged in the business of providing loans and making investments in shares and securities.
Revenue Recognition:
Profit or losses in respect of Investments / dealing in shares and securities are recognized on trade dates.
Profit /Loss on dealing in securities and derivatives comprises profit/loss on sale of securities, unrealized profit/loss
on securities held as stock in trade and profit/loss on equity derivative instruments.
Profit/Loss on sale of securities is determined based on the FIFO method. Profit/loss on exchange traded equity
derivatives transactions are accounted for based on the ‘Guidance Note on Accounting for Equity Index and equity
stock Futures and Options ‘issued by the Institute of Chartered Accountants of India.
Dividend income on units of shares/mutual fund is recognised on receipt basis and any gain/losses on mutual fund
are recognized on the date of Sale.
Interest income is accounted on accrual basis except in respect of substandard assets where income is accounted
on receipt basis.
In respect of other items of income, the company accounts the same on Accrual basis.
Equity Index/Stock-Futures
a) Equity index/Stock Futures are marked-to-market. Debit or credit balance disclosed under loans and advances or
current liabilities, respectively, in the Mark-to-Market-Equity Index/Stock futures account.
b) As on the balance sheet date, the Profit/loss on open positions in index/stock futures is accounted for as follows:
• Credit balance in the “Mark-to-Market Margin-Equity Index/Stock Futures account “being anticipated profit, is
ignored and no credit is taken to profit and loss account.
• Debit balance in the “Mark-to-Market Margin-Equity Index/Stock Futures account “being anticipated loss, is
recognized in the profit and loss account.
Subsequent Measurement
Financial Asset measured at Amortised Cost (AC)
A financial asset is measured at amortised cost if it is held within a business model whose objective is to hold the asset in
order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash
flows that are solely payments of principal and interest on the principal amount outstanding. After initial measurement,
such financial assets are subsequently measured at amortized cost using the effective interest rate (EIR) method.
Subsequent Measurement
Financial liabilities are subsequently carried at amortized cost using the effective interest method. For trade and other
payables maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the
short maturity of these instruments.
De-Recognition
The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire
or it transfers the financial asset.
A financial liability (or a part of a financial liability) is derecognised when the obligation specified in the contract is
discharged or cancelled or expires.
Notes to the financial statements for the year ended 31st MARCH 2023
12 months ECL represents the expected default events on the financial asset that are possible within 12 months after
the reporting date.
Where the credit risk on the financial assets has not increased significantly since initial recognition, the loss is measured
at an amount equal to 12 months ECL.
Where the credit risk on the financial assets has increased significantly since initial recognition, the loss is measured at
an amount equal to the lifetime expected credit loss.
Leases
The Company as lessee
Rental expense from operating leases is generally recognised on a straight-line basis over the term of the relevant lease.
Where the rentals are structured solely to increase in line with expected general inflation to compensate for the lessor’s
expected inflationary cost increases, such increases are recognised in the year in which such benefits accrue. Contingent
rentals arising under operating leases are recognised as an expense in the period in which they are incurred.
Employee Benefits
SHORT TERM EMPLOYEE BENEFITS
As per the employment policy of the Company, short term employee benefits for services rendered by employees are
recognized during the period when the services are rendered.
Income Taxes
Income-tax expense comprises current tax (amount of tax for the period determined in accordance with The Income Tax
law) and deferred tax charge or credit (reflecting the tax effects of temporary differences between tax bases of assets
and liabilities and their carrying amounts in the financial statements). Taxes are recognized in the Statement of Profit and
Loss except to the extent it relates to items directly recognized in equity or in the Other Comprehensive Income.
Current tax assets and liabilities are offset only if, the Company:
a) has a legally enforceable right to set off the recognized amounts; and
b) intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.
Deferred Tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities in
the financial statements and the corresponding tax bases used in the computation of taxable income.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Company
expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. It is measured using
tax rates enacted or substantively enacted at the reporting date.
Deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognized to the
extent that it is probable that future taxable income will be available against which the deductible temporary differences
can be utilized.
Deferred tax assets are reviewed at each reporting date and based on management’s judgement, are reduced to the
extent that it is no longer probable that the related tax benefit will be realized.
Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become
probable that future taxable profits will be available against which they can be used.
Deferred tax assets and liabilities are offset only if the Company:
a) has a legally enforceable right to set off current tax assets against current tax liabilities; and
b) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority.
Notes to the financial statements for the year ended 31st MARCH 2023
An item of the property plant equipment is derecognised upon disposal or when no future economic benefits are
expected to arise from the continued use of asset. Any gain or loss arising on the disposal or retirement of the item of
property plant equipment is determined as the difference between the sale proceeds and carrying amount of the asset
and is recognised in profit and loss.
Investment Property
Properties held to earn rental income or for capital appreciation or both and that is not occupied by the Company is
classified as Investment Property.
It is measured initially at cost of acquisition including transaction costs, borrowing cost and other directly attributable
cost in bringing the asset to its working condition for its intended use.
Subsequent expenditure is capitalized to the asset carrying amount only when it is probable that the future economic
benefit associated with the expenditure will flow to the company.
Though the Company measures investment property using cost-based measurement, the fair value of investment property
is disclosed in the notes. Fair values are determined by property valuer, having appropriate recognised professional
qualifications and recent experience in the location and category of the property being valued.
Investment properties are derecognised either when they have been disposed off or when they are permanently
withdrawn from use and no future economic benefit is expected from their disposal. The difference between the net
disposal proceeds and the carrying amount of the asset is recognised in the statement of profit and loss in the period
of derecognition.
Intangible assets
Intangible assets are identified non-monetary assets without physical existence. Intangible assets represent Computer
software whose cost is amortised over their expected useful life on a straight-line basis.
Intangible assets with finite useful lives that are acquired separately are capitalised and carried at cost less accumulated
amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over the estimated
useful life of the asset.
Intangible assets are recognised in books only when it is probable that future economic benefits associated with the
asset will flow to the company and the cost can be measured reliably.
The cost of the intangible asset shall include the purchase price, including non-refundable duties and taxes, all the
directly attributable costs to bring the intangible to the present location, working condition and intended use.
Impairment of Assets
The carrying amounts of assets are reviewed at each balance sheet date to ascertain impairment based on internal /
external factors. An impairment loss is recognised when the carrying amount of an asset exceeds its recoverable amount.
The recoverable amount is the higher of the net selling price of the assets and their value in use.
The impairment loss recognised in prior accounting period is reversed if there has been a change in the estimate of
recoverable amount.
Dividend
The final Dividend on shares is recorded as a liability on the date of approval by the Shareholders and interim dividends
are recorded as a liability on the date of declaration by the Company's Board of Directors.
Notes to the financial statements for the year ended 31st MARCH 2023
NOTE: 2 CASH AND CASH EQUIVALENTS (H In Crores)
Particulars As at As at
31 March, 2023 31 March, 2022
Cash on hand 0.48 0.36
Balances with banks
- In current accounts 37.12 12.40
- In term deposit accounts (including interest accrued) 30.33 29.32
Total 67.93 42.08
NOTE: 3 BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS (H In Crores)
Particulars As at As at
31 March, 2023 31 March, 2022
Balances with banks in term deposit account (including interest accrued) - 500.06
Earmarked balances with banks (including interest accrued) 15.61 -
Balances with banks held as margin money or security against the borrowings, 51.06 -
guarantee or other commitments etc.(including interest accrued)
Total 66.67 500.06
# The company has acquired entire 13,53,25,694 equity shares of H10/- each and 40,00,00,000 preference shares of H10/- each of Reliance Commercial Finance Ltd. (RCFL) from Reliance Capital Limited for H1 Crore on
14th October, 2022 in pursuance to the Implementation of Resolution Plan of RCFL and RCFL became a wholly owned subsidiary of the company w.e.f. 14th October, 2022.
Statutory Reports
Corporate Overview
Financial Statements
Notes to the financial statements for the year ended 31st MARCH 2023
NOTE: 11 TRADE PAYABLES (H In Crores)
Particulars As at As at
31 March, 2023 31 March, 2022
Total outstanding dues of Micro, Small and Medium Enterprise - -
Total outstanding dues of creditors other than Micro, Small and Medium
Enterprise
Goods - -
Services 45.79 -
Total 45.79 -
Notes to the financial statements for the year ended 31st MARCH 2023
NOTE: 17 EQUITY SHARE CAPITAL (H In Crores)
Particulars 31.03.2023 31.03.2022
No. of Shares Value No. of Shares Value
AUTHORISED:
Equity Shares of H1/- each 58,00,00,000 58.00 58,00,00,000 58.00
Preference Shares of H10/- each 4,20,00,000 42.00 4,20,00,000 42.00
62,20,00,000 100.00 62,20,00,000 100.00
ISSUED, SUBSCRIBED AND FULLY PAID UP:
Equity Shares of H1/- each 16,98,45,100 16.98 16,98,45,100 16.98
16,98,45,100 16.98 16,98,45,100 16.98
(a) Reconciliation of shares outstanding at the beginning and at the end of the year: (H In Crores)
Equity Shares 31.03.2023 31.03.2022
No. of Shares Value H No. of Shares Value H
Shares outstanding at the beginning of the year 16,98,45,100 16.98 16,13,93,260 16.14
Add: Issued during the year - - 84,51,840 0.85
Shares outstanding at the end of the year 16,98,45,100 16.98 16,98,45,100 16.98
(d) Shares held by promoters and promoter group at the end of the year:
Name of Shareholder 31.03.2023 31.03.2022 % Change
No. of Shares Percentage No. of Shares Percentage during the
holding holding year
Promoters:
Mrs. Alpana Dangi 11,09,09,060 65.30% 11,09,09,060 65.30% 0.00%
Promoter Group:
Mentor Capital Limited 1,04,82,075 6.17% 84,51,840 4.98% 1.20%
Reserves & Surplus Statutory Amalgamation Capital Securities Retained Other Total
Reserve Reserve Redemption Premium Earnings Comprehensive
Fund Reserve Income
Balance as on 01/04/2021 40.34 10.56 - 32.74 106.65 595.37 785.65
Profit for the year - - - - 668.74 - 668.74
Other comprehensive Income - - - - - - -
Additions 133.75 - - 629.15 - 1,023.03 1,785.93
Repayment of Premium on (2.25)
Redemption of Redeemable
Prefernce shares
Transfers to Reserve Fund (133.75)
Transfers to Capital - - 1.50 - (1.50) - -
Redemption Reserve
Total for the year 133.75 - 1.50 629.15 531.24 1,023.03 2,318.67
Dividends - - - - - - -
Tax on Dividends - - - - - - -
Balance as on 31/03/2022 174.09 10.56 1.50 661.89 637.89 1,618.40 3,104.32
Balance as on 01/04/2022 174.09 10.56 1.50 661.89 637.89 1,618.40 3,104.32
Profit for the year - - - - 240.20 - 240.20
Other comprehensive Income - - - - - - -
Additions - - - - - (370.49) (370.49)
Repayment of Premium on - - - - - - -
Redemption of Redeemable
Prefernce shares
Transfers to Reserve Fund 48.04 - - (48.04) - -
Transfers to Capital - - - - - - -
Redemption Reserve
Total for the year 48.04 - - - 192.16 (370.49) (130.29)
Dividends - - - - - -
Tax on Dividends - - - - - -
Balance as on 31/03/2023 222.13 10.56 1.50 661.89 830.05 1,247.91 2,974.03
Other Comprehensive Income
This represents the cumulative gains and losses arising on the revaluation of equity financial instruments measured at fair
value through other comprehensive income.
Notes to the financial statements for the year ended 31st MARCH 2023
NOTE: 20 NET GAIN/(LOSS) ON FAIR VALUE CHANGES (H In Crores)
Particulars Year Ended Year Ended
31 March, 2023 31 March, 2022
(A) Net gain/(loss) on financial instruments at fair value through profit or loss
(i) On trading portfolio
- Investments (126.03) 11.32
- Derivatives (15.56) 383.20
Total Net gain/(loss) on fair value changes (B) (141.60) 394.52
(C) Fair Value Changes :
- Realised (162.66) 382.17
- Unrealised 21.07 12.35
Total Net gain/(loss) on fair value changes(C) to tally with (B) (141.60) 394.52
Notes to the financial statements for the year ended 31st MARCH 2023
Note: 28 CATEGORY - WISE CLASSIFICATION OF FINANCIAL INSTRUMENTS (Contd.)
Financial Assets measured at Amortised Cost/ Cost
Cash and Cash Equivalents 67.93
Bank balances other than above 66.67
Trade Receivables 0.21
Loans 91.48
Mutual Fund 40.40
Investment in Subsidiary 231.09
Investment in Preference Shares 3.21
Investment in Debentures 35.63
Investment in Gold Bar 0.89
Other Financial Assets 1.47
Financial Liabilities measured at Amortised Cost/ Cost
Trade payables 45.79
Borrowings 767.81
Subordinated Liabilities 202.00
Other Financial Liabilities 9.47
Notes to the financial statements for the year ended 31st MARCH 2023
Note: 30 FINANCIAL RISK MANAGEMENT (Contd.)
Particulars 31st March 2022 Contractual Cash Flows
Note No. Carrying Less than 1 1-3 Years 3-5 Years After 5
Amount Year Years
Trade Payables 11 - - - - -
Borrowings 12 669.27 669.27 - - -
Subordinated Liabilities 13 202.00 - - 202.00 -
Other Financial Liabilities 14 - - - - -
(H In Crores)
Particulars 31st March 2023 31st March 2022
Trade receivables 0.21 6.49
Less: allowance Carrying amount - -
B) Enterprises in which Key Managerial Personnel and their relatives exercise significant influence
1) Mentor Capital Limited
2) Berix Bearing Private Limited (Formally known as SRCT Globex Private Limited)
3) Bright Street Finserv Private Limited
4) Geetanjali Infosystems Private Limited
5) Rumi Grown Diamonds Private Limited
6) Swadesh Yarn
Notes to the financial statements for the year ended 31st MARCH 2023
Note: 31 RELATED PARTY TRANSACTIONS: (Contd.) (H In Crores)
Sl Name of the related party Description of Transaction and amount during the year Amount Amount
No For the year For the year outstanding outstanding
ended 31st ended 31st as on as on
March 2023 March 2022 31.03.2023 31.03.2022
10. Brightstreet Finserv Pvt. Loan Repaid - 225.87 - -
Ltd. Loan Given - 32.25 - -
Loan Received back - 32.25 - -
Interest Received - 0.51 - -
11. Reliance Commercial Loan Given 165.00 - - -
Finance Ltd. Loan Received back 165.00 - - -
Loan Given * - * -
Investment in Equity shares 1.00* - 1.00* -
Investment in Preference * - * -
Shares
Investment in Non 191.47 - 191.47 -
Convertible Debentures
Investment in Compulsorily 38.61 - 38.61 -
Comvertible Debentures
* On October 14th, 2022, Reliance Commercial Finance Ltd., Reliance Capital Ltd., and Authum Investment and Infrastructure
Ltd. entered a Supplemental Resolution Implementation Memorandum. As per this memorandum, the company has
successfully acquired entire 13,53,25,694 equity shares of H10/- each, 40,00,00,000 preference shares of H10/- each, and
inter-corporate deposit H749.06 of Reliance Commercial Finance Ltd. from Reliance Capital Ltd. for H1.00 Crores.
33(C): Derivatives
The Company has derivatives exposure of H269.67 crores as on 31st March, 2023 and previous year 319.88 crores.
33(E): Assets Liability management maturity pattern of certain items of Assets and Liabilities As at 31
March, 2023
(H in Crores)
Particulars Deposits Advances* Investments Borrowing Foreign Foreign
currency currency
assets liabilities
Within Twelve Months - 78.40 3593.40 659.43 - -
After 12 Months - 13.08 - 108.38 - -
Assets Liability management maturity pattern of certain items of Assets and Liabilities As at 31 March, 2022
(H in Crores)
Particulars Deposits Advances* Investments Borrowing Foreign Foreign
currency currency
assets liabilities
Within Twelve Months - 33.45 3185.72 669.27 - -
After 12 Months - - - - - -
* Net of impairment allowances.
Notes:
The above maturity pattern of assets and liabilities has been prepared by the Company after taking into consideration
structural liquidity guidelines for assets-liabilities management (ALM) system in non-banking financial companies issued by
RBI, best practices and best estimate of the Assets-Liability Committee with regard to the timing of various cash flows, which
has been relied upon by the auditor.
Notes to the financial statements for the year ended 31st MARCH 2023
Note: 33 (Contd.)
33(F): Exposures
i) Exposure to Real Estate Sector
Particulars As at As at
31 March, 2023 31 March, 2022
a) Direct Exposure
1. i) Residential Mortgages -
Lending fully secured by mortgages on residential property that is or -- --
will be occupied by the borrower or that is rented:
- Individual housing loans up to H15 lakhs
- Individual housing loans above H15 lakhs -- --
2. ii) Commercial Real Estate - -- --
Lending secured by mortgages on commercial real estates (office
buildings, retail space, multipurpose commercial buildings, multi-
tenanted commercial premises, multi-family residential premises,
industrial or warehouse space, hotels, land acquisition, development
and construction, etc). Exposure includes non-fund based (NFB) limits.
3. iii) Investments in Mortgage Backed Securities (MBS) and other -- --
securitised exposures -
1. Residential
2. Commercial Real Estate
33(H): Details of Single Borrower Limit (SGL) / Group Borrower Limit (GBL) exceeded by the applicable NBFC
The Company has not exceeded the prudential exposure limits for Single Borrower Limit (SGL) / Group Borrower Limit (GBL).
33(J): Registration / license / authorisation obtained from other financial sector regulators:
In addition to registration with RBI as NBFC-NDSI, the Company has not obtained any registration / license / authorisation,
by whatever name called, from other financial sector regulators
33(K): Ratings assigned by credit rating agencies and migration of ratings during the year:
The Company has not obtained credit ratings from credit rating agencies during the year.
33(N): Information namely, area, country of operation and joint venture partners with regard to joint ventures
and overseas subsidiaries:
Sr. No. Name of joint venture and country of incorporation Area / Country of operation
1 NIL
The Company do not have overseas subsidiaries.
Notes to the financial statements for the year ended 31st MARCH 2023
Note: 34 ADDITIONAL DISCLOSURES (Contd.)
(B): Draw Down from Reserves
The company has not made any drawdown from reserves during the year.
35) The Company has given effect to a RBI Circular No. DNBS.PD.CC.No.207/ 03.02.002 / 2010-11 dated 17th January, 2011
and accordingly created Contingent Provision against Standard Assets in its Financial Statement.
Notes to the financial statements for the year ended 31st MARCH 2023
37) TITLE DEEDS OF IMMOVABLE PROPERTIES NOT HELD IN NAME OF THE COMPANY:
Details of the all the Immovable properties whose title deeds are not held in the name of the company are as below:
Relevant line Description Gross Title deeds Whether title deed holder Property Reason for not
item in the of item of carrying held in the is a promoter, director or held since being
Balance Sheet property value name of relative# of promoter* / Which date held in the
director or employee of name of the
promoter/director company
Investment Land & 132.66 Mentor Capital Promoter Group 03.01.2020 Note below
Property Building Limited
The company has created proper Escrow mechanism with bank and all sales are routed through proper channel and sale
consideration is directly credited to the company’s bank account on the same day and ensure that there is no loss to the
company on these assets.
47) As required in terms of paragraph 19 of Master Direction - Non-Banking Financial Company - Systemically Important
Non- Deposit taking company and Deposit taking Company (Reserve Bank) Directions, 2016
Notes to the financial statements for the year ended 31st MARCH 2023
47) (Contd.)
Asset Side: Amount
outstanding
(5) Break-up of Investments
Current Investments:
1. Quoted
(i) Shares
(a) Equity 317.70
(b) Preference -
(ii) Debentures and Bonds -
(iii) Units of mutual funds -
(iv) Government Securities -
(v) Others (please specify) -
2. Unquoted
(i) Shares -
(a) Equity -
(b) Preference -
(ii) Debentures and Bonds -
(iii) Units of mutual funds -
(iv) Government Securities -
(v) Others (please specify) -
Long Term Investments:
1. Quoted
(i) Shares
(a) Equity 2903.42
(b) Preference -
(ii) Debentures and Bonds -
(iii) Units of mutual funds -
(iv) Government Securities -
(v) Others (please specify) -
2. Unquoted
(i) Shares
(a) Equity 62.07
(b) Preference 3.21
(ii) Debentures and Bonds 265.70
(iii) Units of mutual funds 40.40
(iv) Government Securities -
(v) Others – Gold Bar 0.89
(6) Borrower group-wise classification of assets financed as in (3) and (4) above:
Please see Note 2 below
Category Amount (Net of provisions)
Secured Unsecured
1. Related Parties
(a) Subsidiaries - #1
(b) Companies in the same group - 15.87
(c) Other related parties - -
2. Other than related parties - 75.62
Total - 91.48
# The company has acquired entire exposure worth H749.06 Crores of Reliance Commercial Finance Ltd. (RCFL) from
Reliance Capital Limited for H1/- on 14th October, 2022 in pursuance to the Implementation of Resolution Plan of RCFL.
48) The previous year figures have been reclassified to confirm to current years classifications.
We conducted our audit in accordance with the Standards In preparing the consolidated financial statements, the
on Auditing (SAs) specified under section 143(10) of respective Board of Directors of the companies included
the Companies act, 2013. Our responsibilities under in the Holding Company and its subsidiary are responsible
those Standards are further described in the Auditor’s for assessing the ability of the Holding Company and its
Responsibilities for the Audit of the Consolidated Financial subsidiary to continue as a going concern, disclosing, as
Statements section of our report. We are independent of the applicable, matters related to going concern and using the
Group in accordance with the Code of Ethics issued by ICAI, going concern basis of accounting unless management
and we have fulfilled our other ethical responsibilities in either intends to liquidate the Group or to cease operations,
accordance with the provisions of the Companies Act, 2013. or has no realistic alternative but to do so.
We believe that the audit evidence we have obtained is
The respective Board of Directors of the companies included
sufficient and appropriate to provide a basis for our opinion.
in the Holding Company and its subsidiary are responsible
for overseeing the financial reporting process of the Holding
Key Audit Matters Company and its subsidiary.
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the Auditor’s Responsibilities for the Audit of the
consolidated financial statements of the current period. Consolidated Financial Statements
These matters were addressed in the context of our audit
Our objectives are to obtain reasonable assurance about
of the consolidated financial statements as a whole, and
whether the consolidated financial statements as a whole
in forming our opinion thereon, and we do not provide a
are free from material misstatement, whether due to fraud
separate opinion on these matters. We did not determine
or error, and to issue an auditor’s report that includes our
any key audit matter to be communicated in our report.
• Obtain sufficient appropriate audit evidence regarding e. On the basis of the written representations received
the financial information of the entities or business from the directors of the Holding Company as on 31st
activities within the Holding Company and its subsidiary March, 2023 taken on record by the Board of Directors
of the Holding Company and the reports of the statutory guarantee, security or the like on behalf of the
auditors of its subsidiary company, none of the directors Ultimate Beneficiaries;.
of the Holding Company and its subsidiary company
b) The respective management has represented,
is disqualified as on 31st March, 2023 from being
that, to the best of its knowledge and belief,
appointed as a director in terms of Section 164 (2) of
no funds have been received by the company
the Act.
from any person(s) or entity(ies), including
f. With respect to the adequacy of the internal financial foreign entities (“Funding Parties”), with the
controls over financial reporting of the Holding understanding, whether recorded in writing
Company and its subsidiary company, and the operating or otherwise, that the Group shall, whether,
effectiveness of such controls, refer to our separate directly or indirectly, lend or invest in other
Report in Annexure “B” and persons or entities identified in any manner
whatsoever by or on behalf of the Funding
g. With respect to the other matters to be included in
Party (“Ultimate Beneficiaries”) or provide any
the Auditors’ Report in accordance with Rule 11 of
guarantee, security or the like on behalf of the
the Companies (Audit and Auditor’s) Rules, 2014,
Ultimate Beneficiaries; and
as amended, in our opinion and to the best of our
information and according to the explanations given to c) Based on such audit procedures that we
us and based on the consideration of the reports of the considered reasonable and appropriate in the
other auditors on separate financial statements of the circumstances and the reports of the auditors
subsidiary: of its subsidiary, nothing has come to our
notice that has caused us to believe that the
i. The Group has disclosed the impact of pending
representations under sub-clause (i) and (ii) of
litigations on its consolidated financial position
Rule 11(e) as provided under (a) and (b) contain
in its financial statements (Refer Note 39 to the
any material mis-statement.
consolidated financial statements).
v. The Group has not declared or paid any dividend
ii. The Group did not have any long-term contracts
during the year.
including derivative contracts for which there were
any material foreseeable losses. vi. As proviso to Rule 3(1) of the Companies (Accounts)
Rules, 2014 (as amended), which provides for books
iii. There were no amounts which were required to be
of account to have the feature of audit trail (edit
transferred to the Investor Education and Protection
log) in the accounting software used by the Group,
Fund by the Group.
is applicable to the Group only with effect from
iv. a) The respective management has represented financial year beginning April 1, 2023, the reporting
that, to the best of its knowledge and belief, no under clause (g) of Rule 11 of the Companies (Audit
funds have been advanced or loaned or invested and Auditors) Rules, 2014 (as amended), is not
(either from borrowed funds or share premium applicable.
or any other sources or kind of funds) by the
Group to or in any other person(s) or entity(ies),
For H.R. Agarwal & Associates
including foreign entities (“Intermediaries”),
Chartered Accountants
with the understanding, whether recorded
Firm Reg. No: 323029E
in writing or otherwise, that the Intermediary
shall, whether, directly or indirectly lend or Shyam Sunder Agarwal
invest in other persons or entities identified in Partner
any manner whatsoever by or on behalf of the Place: Mumbai Membership No: 060033
Group (“Ultimate Beneficiaries”) or provide any Date: May 30, 2023 UDIN: 23060033BGUDFK5268
assessment of the risks of material misstatement of the reference to consolidated financial statements and such
financial statements, whether due to fraud or error. internal financial controls with reference to consolidated
financial statements were operating effectively as at March
We believe that the audit evidence we have obtained is
31, 2023, based on the internal control over financial
sufficient and appropriate to provide a basis for our audit
reporting criteria established by the Holding Company
opinion on the Company’s internal financial controls system
considering the essential components of internal control
over financial reporting.
stated in the Guidance Note issued by the ICAI.
Meaning of Internal Financial Controls with As per opinion of auditors of its subsidiary Company, the
reference to Financial Statements subsidiary Company except for the effects/possible effects
A Company’s internal financial control over financial of the material weaknesses on certain loans sanctioned by
reporting is a process designed to provide reasonable the subsidiary Company in the earlier years amounting to
assurance regarding the reliability of financial reporting and Rs. 4,979.89 crores, the subsidiary Company has maintained,
the preparation of financial statements for external purposes in all material respects, adequate internal financial controls
in accordance with generally accepted accounting principles. with reference to financial statements and such internal
A Company’s internal financial control over financial financial controls with reference to financial statements
reporting includes those policies and procedures that (1) were prima facie operating effectively as of March 31, 2023,
pertain to the maintenance of records that, in reasonable based on the internal control with reference to financial
detail, accurately and fairly reflect the transactions and statements criteria established by the subsidiary Company
dispositions of the assets of the Company; (2) provide considering the essential components of internal control
reasonable assurance that transactions are recorded as stated in the Guidance Note issued by the ICAI. However,
necessary to permit preparation of financial statements in internal control system needs to be strengthened for credit
accordance with generally accepted accounting principles, evaluation and establishing customer credit limits for
and that receipts and expenditures of the Company are disbursement of loans to mitigate the risk of potentially
being made only in accordance with authorisations of result in the subsidiary Company recognising revenue
management and directors of the Company; and (3) provide without establishing reasonable certainty of ultimate
reasonable assurance regarding prevention or timely collection. Further internal control mechanism for recovery
detection of unauthorised acquisition, use, or disposition of in credit impaired loan assets and monetization of security
the Company’s assets that could have a material effect on required to be strengthened.
the financial statements.
Other Matters
Inherent Limitations of Internal Financial Our aforesaid report under Section 143(3)(i) of the Act on
Controls with reference to Financial Statements the adequacy and operating effectiveness of the internal
financial controls over financial reporting in so far as it
Because of the inherent limitations of internal financial
relates to one subsidiary is based on the corresponding
controls over financial reporting, including the possibility
reports of the auditors of such a company incorporated in
of collusion or improper management override of controls,
India.
material misstatements due to error or fraud may occur and
not be detected. Also, projections of any evaluation of the
internal financial controls over financial reporting to future
periods are subject to the risk that the internal financial
control over financial reporting may become inadequate For H.R. Agarwal & Associates
because of changes in conditions, or that the degree of Chartered Accountants
compliance with the policies or procedures may deteriorate. Firm Reg. No: 323029E
Shyam Sunder Agarwal
Opinion Partner
In our opinion, the Holding Company have maintained in all Place: Mumbai Membership No: 060033
material respects, adequate internal financial controls with Date: May 30, 2023 UDIN: 23060033BGUDFK5268
Consolidated Statement of Profit and Loss for the year ended 31st MARCH 2023
(H In Crores)
S. Particulars Note For the Year ended
No. No. 31.03.2023
I. Revenue from Operations
Interest Income 24 106.83
Fees & Commission 25 1.19
Dividend Income 32.76
Net Gain / (Loss) on Fair Value Changes 26 (134.69)
Net Gain / (Loss) on Speculation in Shares & Securities 5.78
Net Gain / (Loss) on Sale of Investments 466.17
Income from Mutual Funds/Funds 1.47
Other operating Income 27 59.25
Total Revenue from operations 538.76
II. Other Income 3.25
III. Total Income (I+II) 542.01
IV. Expenses
Finance Costs 28 280.78
Fees & Commission Expenses 29 7.02
Impairment on financial instruments 30 (85.90)
Impairment on Goodwill 160.14
Employee Benefits Expenses 31 14.54
Depreciation, Amortization and Impairment 32 9.40
Others Expenses 33 90.60
Total Expenses 476.58
V. Profit / (Loss) Before Exceptional Items and Tax 65.43
Exceptional items (Net) 4,285.94
VI. Profit / (Loss) Before Tax 4,351.37
Tax Expense:
Current Tax 43.20
Income tax for earlier years 4.15
VII. Profit / (Loss) for the period 4,304.02
Non controlling interest -
Share of Loss of Associates -
VIII. Profit / (Loss) for the period 4,304.02
Other Comprehensive Income
Items that will not be reclassified to profit or loss
(i) Fair Valuation of Equity Instruments through Other Comprehensive Income (370.49)
(ii) Remeasurements of post-employment benefit obligation (net) 0.15
(iii) Capital Reserve 841.02
(iv) Income tax relating to items that will not be reclassified to profit or loss (211.69)
Other Comprehensive Income 259.00
Total Comprehensive Income for the period 4,563.01
Earnings per equity share
Basic (H) 253.41
Diluted (H) 253.41
The accompanying notes form an integral part of these financial statements.
Note: The consolidated figures for the corresponding year ended March 31, 2022 are not given since there was no subsidiary/Associates as
of March 31,2022 and Reliance Commercial Finance Limited has become a subsidiary of Authum w.e.f. 14th October, 2022.
Statement of Consolidated Cash Flow for the year ended 31st MARCH 2023
(H In Crores)
S. Particulars For the year
No. ended 31.03.2023
C. CASH FLOW FROM FINANCING ACTIVITIES
Proceed/(Repayment) of Debt securities (39.06)
Proceed/(Repayment) of Commercial Papers (47.53)
Proceeds/(Repayment) of Borrowings (587.56)
Net cash generated /(used) from financing activities (C) (674.15)
Net Increase/(decreased) in cash and cash equivalents during the year (A+B+C) (417.17)
Cash and cash equivalents at the beginning of the year 767.26
Cash and cash equivalents at the end of the year 350.09
Notes:
(i) The above cash flow statement has been prepared under indirect method as set out in Ind AS 7: “Statement of Cash
Flows” as specified under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standard)
Rules, 2015 (as amended).
(ii) Figures in brackets indicate cash outflows.
(iii) The consolidated figures for the corresponding year ended March 31, 2022 are not given since there was no subsidiary/
Associates as of March 31,2022 and Reliance Commercial Finance Limited has become a subsidiary of Authum w.e.f. 14th
October, 2022.
B) OTHER EQUITY
(1) Current Reporting Period (H in Crores)
Notes to the financial statements for the year ended 31st MARCH 2023
1. NOTES TO THE FINANCIAL STATEMENTS
(a) CORPORATE INFORMATION
Authum Investment and Infrastructure Limited (“Authum” or ‘the Holding Company’) is a Public Limited Company
incorporated in India with its registered office located at 707, Raheja Center, Nariman Point, Mumbai – 400021. The
Holding Company is listed on Bombay Stock Exchange & The Calcutta Stock Exchange. The Holding Company and
Subsidiary Company is a non-deposit taking Systemically Important Non-Banking Financial Company (“NBFC”) registered
with the Reserve Bank of India (RBI) under Section 45-IA of the Reserve Bank of India Act,1934.
Authum Investment and Infrastructure Limited and its subsidiary Reliance Commercial Finance Limited (Collectively, the
Group) are primarily engaged in the business of providing loans and making investments in shares and securities.
The consolidated financial statements of the Company as on 31st March, 2023 were approved and authorised for issue
by the Board of Directors on 30th May, 2023.
a. Subsidiaries
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is
exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those
returns through its power to direct the relevant activities of the entity. Subsidiaries are consolidated from the date
on which the control is transferred to the Group. They are deconsolidated from the date the control ceases.
The Group combines the financial statements of the parent and its subsidiaries line by line adding together like
items of assets, liabilities, equity, income and expenses. Intercompany transactions, balances and unrealized gains
on transactions between the Group companies are eliminated. Unrealised losses are also eliminated unless the
transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have
been changed wherever necessary to ensure consistency with the policies adopted by the Group.
Non-controlling interest in the results and equity of subsidiaries are shown separately in the consolidated statement
of profit and loss, consolidated statement of changes in equity and balance sheet respectively.
b. Associates
Associates are all entities over which the Group has significant influence but not control or joint control. This is
generally the case where the Group holds between 20% and 50% of the voting rights. Investments in associates are
accounted for using the equity method of accounting, after initially being recognised at cost.
• Equity method
Under equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to
recognise the Group’s share of the post-acquisition profits or losses of the investee in profit and loss, and the
d. Business Combination
The acquisition method of accounting is used to account for all business combinations, regardless of whether equity
instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises
of the:
• Fair values of assets transferred
• Liabilities incurred to the former owners of the acquired business
• Equity interests issued by the Group and
• Fair value of any assets and liabilities resulting from a contingent consideration arrangement.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with
limited exceptions, measured initially at their fair values at acquisition date. The Group recognises any non-controlling
interests in the acquired entity on acquisition-by-acquisition basis either at fair value or by non-controlling interest’s
proportionate share of the acquired entity’s net identifiable assets.
The excess of:
• Consideration transferred
• Any amount of non-controlling interest in the acquired entity and
• Acquisition date fair value of the previous entity interest in the acquired entity Over the fair value of identifiable
assets acquired is recorded as goodwill. If those amounts are less than the fair value of identifiable assets, the
Notes to the financial statements for the year ended 31st MARCH 2023
difference is recognised in other comprehensive income and accumulated in equity as capital reserve provided
there is clear evidence of the underlying reason for carrying the business combination as a bargain purchase. In
other cases, bargain purchase gain are recognised directly in equity as capital reserve.
If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously
held equity interest in the acquire is remeasured to fair value at acquisition date. Any gains or losses arising from
such remeasurement are recognised in profit or loss or other comprehensive income, as appropriate.
e. Use of estimates
The preparation of these consolidated financial statements in conformity with the recognition and measurement
principles of Ind AS requires management of the Group to make judgments, estimates and assumptions that affect
the reported amounts of assets and liabilities, disclosures including disclosures of contingent assets and contingent
liabilities as at the date of the consolidated financial statements and the reported amounts of revenues and
expenses during the period. Actual results may differ from these estimates. Estimates and underlying assumptions
are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the
estimates are revised and in future periods which are affected.
Key sources of estimation of uncertainty at the date of these Consolidated financial statements, which may cause
a material adjustment to the carrying amounts of assets and liabilities within the next financial year, is in respect
of: fair valuation of unquoted equity investments, impairment of financial instruments, provisions and contingent
liabilities and long term retirement benefits.
Revenue Recognition:
Profit or losses in respect of Investments / dealing in shares and securities are recognized on trade dates.
Profit /Loss on dealing in securities and derivatives comprises profit/loss on sale of securities, unrealized profit/loss
on securities held as stock in trade and profit/loss on equity derivative instruments.
Profit/Loss on sale of securities is determined based on the FIFO method. Profit/loss on exchange traded equity
derivatives transactions are accounted for based on the ‘Guidance Note on Accounting for Equity Index and equity
stock Futures and Options ‘issued by the Institute of Chartered Accountants of India.
Dividend income on units of shares/mutual fund is recognised on receipt basis and any gain/losses on mutual fund
are recognized on the date of Sale.
Interest income is accounted on accrual basis except in respect of substandard assets where income is accounted
on receipt basis.
In respect of other items of income, the company accounts the same on Accrual basis.
Equity Index/Stock-Futures
a) Equity index/Stock Futures are marked-to-market. Debit or credit balance disclosed under loans and advances or
current liabilities, respectively, in the Mark-to-Market-Equity Index/Stock futures account.
Subsequent Measurement
Financial Asset measured at Amortised Cost (AC)
A financial asset is measured at amortised cost if it is held within a business model whose objective is to hold the asset in
order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash
flows that are solely payments of principal and interest on the principal amount outstanding. After initial measurement,
such financial assets are subsequently measured at amortized cost using the effective interest rate (EIR) method.
Investments in Associates
The Group has chosen to carry the Investments in associates at equity method..
All other equity investments are measured at fair value, with value changes on these instruments, excluding dividends,
are recognized in the Other Comprehensive Income (OCI). There is no recycling of the amounts from OCI to profit and loss
on sale of investment. However, the Company may transfer the cumulative gain or loss within equity.
Subsequent Measurement
Financial liabilities are subsequently carried at amortized cost using the effective interest method. For trade and other
payables maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the
short maturity of these instruments.
De-Recognition
The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire or
it transfers the financial asset.
Notes to the financial statements for the year ended 31st MARCH 2023
A financial liability (or a part of a financial liability) is derecognised when the obligation specified in the contract is
discharged or cancelled or expires.
Leases
As a lessee
Rental expense from operating leases is generally recognised on a straight-line basis over the term of the relevant lease.
Where the rentals are structured solely to increase in line with expected general inflation to compensate for the lessor’s
expected inflationary cost increases, such increases are recognised in the year in which such benefits accrue. Contingent
rentals arising under operating leases are recognised as an expense in the period in which they are incurred.
Employee Benefits
SHORT TERM EMPLOYEE BENEFITS
As per the employment policy of the Company, short term employee benefits for services rendered by employees are
recognized during the period when the services are rendered.
Income Taxes
Income-tax expense comprises current tax (amount of tax for the period determined in accordance with The Income Tax
law) and deferred tax charge or credit (reflecting the tax effects of temporary differences between tax bases of assets
and liabilities and their carrying amounts in the financial statements). Taxes are recognized in the Statement of Profit and
Loss except to the extent it relates to items directly recognized in equity or in the Other Comprehensive Income.
Current tax
Current tax is measured at the amount expected to be paid in respect of taxable income for the year in accordance
with the Income Tax Act, 1961. Current tax comprises the tax payable on the taxable income or loss for the year and
any adjustment to the tax payable in respect of previous years. It is measured using tax rates enacted or substantively
enacted at the reporting date.
Current tax assets and liabilities are offset only if, the Company:
a) has a legally enforceable right to set off the recognized amounts; and
b) intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.
Deferred Tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities in
the financial statements and the corresponding tax bases used in the computation of taxable income.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Company
expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. It is measured using
tax rates enacted or substantively enacted at the reporting date.
Deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognized to the
extent that it is probable that future taxable income will be available against which the deductible temporary differences
can be utilized.
Deferred tax assets are reviewed at each reporting date and based on management’s judgement, are reduced to the
extent that it is no longer probable that the related tax benefit will be realized.
Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become
probable that future taxable profits will be available against which they can be used.
Deferred tax assets and liabilities are offset only if the Company:
a) has a legally enforceable right to set off current tax assets against current tax liabilities; and
b) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority.
Notes to the financial statements for the year ended 31st MARCH 2023
Cost of acquisition is inclusive of freight, non-refundable duties & taxes and other directly attributable cost of bringing
the asset to its working condition for the intended use.
Freehold land is not depreciated.
An item is recognised as property plant and equipment if and only if it is probable that future economic benefits
associated with the item will flow to the Company and its costs can be measured reliably.
Subsequent expenditure is added to the carrying amount or recognised as separate asset only when it is probable that
future economic benefits associated with the item will flow to the Company and the cost can be measured reliably.
Depreciation commences when the assets are ready for their intended use. Where the property plant and equipment is
not ready for its intended use as on the balance sheet date it is disclosed as capital work in progress
Depreciation is recognised to write off the cost of assets less their residual values over their useful lives, using the written
down value method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each
reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
An item of the property plant equipment is derecognised upon disposal or when no future economic benefits are
expected to arise from the continued use of asset. Any gain or loss arising on the disposal or retirement of the item of
property plant equipment is determined as the difference between the sale proceeds and carrying amount of the asset
and is recognised in profit and loss.
Investment Property
Properties held to earn rental income or for capital appreciation or both and that is not occupied by the Company is
classified as Investment Property.
It is measured initially at cost of acquisition including transaction costs, borrowing cost and other directly attributable
cost in bringing the asset to its working condition for its intended use.
Subsequent expenditure is capitalized to the asset carrying amount only when it is probable that the future economic
benefit associated with the expenditure will flow to the company.
Though the Company measures investment property using cost-based measurement, the fair value of investment property
is disclosed in the notes. Fair values are determined by property valuer, having appropriate recognised professional
qualifications and recent experience in the location and category of the property being valued.
Investment properties are derecognised either when they have been disposed off or when they are permanently
withdrawn from use and no future economic benefit is expected from their disposal. The difference between the net
disposal proceeds and the carrying amount of the asset is recognised in the statement of profit and loss in the period
of derecognition.
Intangible assets
Intangible assets are identified non-monetary assets without physical existence. Intangible assets represent Computer
software whose cost is amortised over their expected useful life on a straight-line basis.
Intangible assets with finite useful lives that are acquired separately are capitalised and carried at cost less accumulated
amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over the estimated
useful life of the asset.
Intangible assets are recognised in books only when it is probable that future economic benefits associated with the
asset will flow to the company and the cost can be measured reliably.
The cost of the intangible asset shall include the purchase price, including non-refundable duties and taxes, all the
directly attributable costs to bring the intangible to the present location, working condition and intended use.
Impairment of Assets
The carrying amounts of assets are reviewed at each balance sheet date to ascertain impairment based on internal /
external factors. An impairment loss is recognised when the carrying amount of an asset exceeds its recoverable amount.
The recoverable amount is the higher of the net selling price of the assets and their value in use.
Dividend
The final Dividend on shares is recorded as a liability on the date of approval by the Shareholders and interim dividends
are recorded as a liability on the date of declaration by the Company’s Board of Directors.
Notes to the financial statements for the year ended 31st MARCH 2023
considered to be relevant. The actual results may differ from these estimates. The Company’s management believes that
the estimates used in preparation of the financial statements are prudent and reasonable. Any revision to the accounting
estimates is recognised prospectively in the current and future periods.
NOTE: 3 BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS (H In Crores)
Particulars As at
31 March, 2023
(i) Balances with banks in term deposit account (including interest accrued) -
(ii) Earmarked balances with banks (including interest accrued) 15.61
(iii) Balances with banks held as margin money or security against the borrowings,
guarantee or other commitments etc. (including interest accrued)
a) Credit enhancement towards securitisation 541.29
Less :- Impairment loss allowance towards pass through certificate book (463.34) 77.95
b) for others 187.07
Total 280.62
Notes to the financial statements for the year ended 31st MARCH 2023
NOTE: 5 LOANS (H In Crores)
Particulars As at
31 March, 2023
Amortised Cost
(A)
Loans repayable on Demand
Loans to Related Parties 15.87
Loan to other entities 9,650.88
Total (A)-Gross 9,666.75
Less: Impairment loss (7,414.01)
Total (A)-Net 2,252.74
(B)
Secured by tangible Assets 9,366.56
Unsecured 300.19
Total (B)-Gross 9,666.75
Less: Impairment loss (7,414.01)
Total (B)-Net 2,252.74
(C)
Loans in India
(i) Public sector -
(ii) Others 9,666.75
Total (C ) Gross 9,666.75
Less: Impairment loss (7,414.01)
Total (C)-Net 2,252.74
There are no loans measured at FVOCI or FVTPL or designated at FVTPL.
Notes to the financial statements for the year ended 31st MARCH 2023
NOTE: 7 OTHER FINANCIAL ASSETS (H In Crores)
Particulars As at 31 March, 2023
(i) Security deposits, Unsecured, considered good 10.88
Less : Impairment loss allowance (9.38) 1.50
(ii) Excess interest spread receivable 19.23
(iii) Receivable against securitisation / assignment (net) 139.78
Less : Impairment loss allowance (116.08) 23.70
(iv) Interest accrued on fixed deposits with banks 7.78
(v) Sundry receivables/advances - Considered good 42.07
Total 94.27
Particulars Freehold Buildings Computer Office Furniture Plant & Motor Total
land Equipments & Machinery Vehicle
Fixtures
Gross Block
Balance as at April 1, 2022 84.42 64.11 21.79 1.78 3.01 4.23 3.08 182.42
Additions - - 0.04 0.01 0.02 - 5.31 5.38
Additions on account of - - 0.30 0.04 0.14 - - 0.48
business combination
Disposals - - 17.71 0.92 1.24 - - 19.87
Adjustment - (0.00) 0.00 0.00 0.00 0.00 0.00 0.01
Balance as at March 31, 2023 84.42 64.11 4.42 0.91 1.93 4.23 8.40 168.43
Accumulated Depreciation and
Impairment
Balance as at April 01, 2022 - 16.55 21.66 1.77 2.08 3.87 1.86 47.79
Charge for the year - 3.31 0.09 0.01 0.15 0.17 1.24 4.98
Disposals - - 17.69 0.92 0.74 - - 19.35
Adjustment - 0.02 0.00 0.00 (0.00) 0.00 (0.01) 0.01
Balance as at March 31, 2023 - 19.88 4.07 0.86 1.48 4.05 3.09 33.43
Net carrying amount as at April 84.42 47.56 0.13 0.01 0.93 0.36 1.22 134.63
1, 2022
Net carrying amount as at 84.42 44.22 0.35 0.05 0.45 0.19 5.31 135.00
March 31, 2023
Notes to the financial statements for the year ended 31st MARCH 2023
NOTE: 13 TRADE PAYABLES (Contd.)
ii) Disputed Trade Payables
Particulars As at 31 March, 2023
MSME Others
Outstanding for following periods from due date of payment - -
Less than 1 year - -
1 year to 2 years - -
2 year to 3 years - -
More than 3 years - -
Total - -
Notes to the financial statements for the year ended 31st MARCH 2023
NOTE: 17 SUBORDINATED LIABILITIES (H In Crores)
Particulars As at
31 March, 2023
At Amortised Cost
(A) In India
7% Redeemable Preference Shares other than those that qualify as Equity # 202.00
Preference Share Capital (13,80,851 Preference share of H1 Each ) 0.14
Total 202.14
# The Company has borrowed funds from related entity by issue of 7% Redeemable Preference shares.
(a) Reconciliation of shares outstanding at the beginning and at the end of the year: (H In Crores)
Equity Shares 31.03.2023
No. of Shares Value H
Shares outstanding at the beginning of the year 16,98,45,100 16.98
Add: Issued during the year - -
Shares outstanding at the end of the year 16,98,45,100 16.98
Notes to the financial statements for the year ended 31st MARCH 2023
NOTE: 22 EQUITY SHARE CAPITAL (Contd.)
(d) Shares held by promoters and promoter group at the end of the year:
Name of Shareholder 31.03.2023
No. of Shares Percentage
holding
Promoters:
Mrs. Alpana Dangi 11,09,09,060 65.30%
Promoter Group:
Mentor Capital Limited 1,04,82,075 6.17%
Reserves & Surplus Statutory Amalgamation Capital Capital Securities Retained Other Total
Reserve Reserve Redemption Reserve Premium Earnings Comprehensive
Fund Reserve Income
Balance as on 01/04/2022 174.09 10.56 1.50 - 661.89 637.89 1,618.40 3,104.33
Profit for the year - - - - - 4,304.02 - 4,304.02
Other comprehensive - - - - - - (370.34) (370.34)
Income
Additions - - - 9,354.72 - - 9,354.72
Additions on account of 100.86 - - - - (13,091.78) (2.38) (12,993.30)
acquisition of subsidiary
Transfers to Reserve Fund 48.04 (48.04)
Total for the year 148.90 - - 9,354.72 - (8,835.80) (372.72) 295.10
Dividends - - - - - -
Tax on Dividends - - - - - -
Balance as on 31/03/2023 322.99 10.56 1.50 9,354.72 661.89 (8,197.91) 1,245.68 3,399.43
Notes to the financial statements for the year ended 31st MARCH 2023
NOTE: 29 FEES & COMMISSION EXPENSES (H In Crores)
Particulars Year Ended
31 March, 2023
Credit Cost 0.16
Collection Cost 6.86
Total 7.02
Notes to the financial statements for the year ended 31st MARCH 2023
Note: 36 CATEGORY - WISE CLASSIFICATION OF FINANCIAL INSTRUMENTS (Contd.)
Financial Assets measured at Amortised Cost/ Cost
Cash and Cash Equivalents 350.09
Bank balances other than above 280.62
Trade Receivables 0.21
Loans 2,252.74
Mutual Fund 141.63
Investment in Preference Shares 3.21
Investment in Debentures 47.23
Investment in Gold Bar 0.89
Investment in Security Receipts 68.29
Financial Liabilities measured at Amortised Cost/ Cost
Trade payables 48.26
Other payables 1,301.28
Borrowings 1,433.09
Subordinated Liabilities 202.14
Other Financial Liabilities 149.07
1. In case of trade receivables, cash and cash equivalents, trade payables, short term borrowings and other financial
assets and liabilities it is assessed that the fair values approximate their carrying amounts largely due to the short-term
maturities of these instruments.
2. The fair values of the financial assets and financial liabilities included above have been determined in accordance with
generally accepted pricing models based on a discounted cash flow analysis, with the most significant inputs being the
discount rate that reflects the credit risk of counterparties.
Fair Value hierarchy
The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either
observable or unobservable and consists of the following three levels:
Level 1 hierarchy - Includes Financial Instruments measured using quoted prices in the active market.
Level 2 hierarchy - The Fair value of Financial Instruments that are not traded in an active market, is determined using
valuation techniques which maximize the use of observable market data.
Level 3 hierarchy - Inputs are not based on observable market data. Fair values are determined in whole or in part using a
valuation model based on assumptions that are neither supported by prices from observable current market transactions in
the same instrument nor are they based on available market data.
B. Measurement of fair values
Financial instruments fair valued under Level 3 hierarchy are measured using Market multiples method.
The carrying amount of trade receivables, cash and cash equivalents ,other financial assets, trade payables and other financial
liabilities are considered to be the fair value due to short term nature.
There are no transfers between level 1, level 2 and level 3 during the year.
Notes to the financial statements for the year ended 31st MARCH 2023
Note: 38 Financial Risk Management (Contd.)
(c) Market Risk
Market risk is the risk that changes in market prices – such as equity prices,interest rates and foreign exchange rates
that will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk
management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
Risk management structure
The Board of Directors are responsible for the overall risk management approach and for approving the risk management
strategies and principles.
The Board has constituted the Risk Management Committee which is responsible for monitoring the overall risk process
within the Company.
The Risk Management Committee has the overall responsibility for the development of the risk strategy and implementing
principles, frameworks, policies and limits. The Risk Management Committee is responsible for managing risk decisions
and monitoring risk levels.
The Chief Risk officer is responsible for implementing and maintaining risk related procedures to ensure an independent
control process is maintained.
Particulars As at
March 31, 2023
Securitisations
Carrying amount of transferred assets measured at amortised cost 1,253.87
Carrying amount of associated liabilities (other payable - measured at amortised cost) 1,273.10
Fair value of assets 1,253.87
Fair value of associated liabilities 1,273.10
During the year ending March 31, 2023, the Subsidiary Company has taken over all indentified assets & assumed liabilities
of Reliance Home Finance Limited via Business Transfere Agreement dated March 29, 2023. The Identified assets includes
Pass through certificate (Loan) amounting to H1,021.12 crores & Pass through certificate( other payable) amounting to
H1,040.35 crores.
Notes to the financial statements for the year ended 31st MARCH 2023
Note 42: BUSINESS COMBINATION
Pursuant to the implementation of approved Resolution Plan in terms of Reserve Bank of India framework for resolution of
stressed assets namely ""RBI (Prudential Framework for Resolution of Stressed Assets) Directions 2019"", in respect of Reliance
Home Finance Ltd (RHFL), RHFL entered in to the agreement to sale its business through Business transfer Agreement (BTA)
dated March 29, 2023 by way of slump sale, to Authum Investment and Infrastructure Limited (Authum) through Authum's
wholly owned subsidiary company i.e. Reliance Commercial Finance Ltd. Accordingly, identified assets and liabilities of RHFL
has been acquired by the Subsidiary Company. The BTA was implemented on March 31, 2023 which is also closing date of
transfer of business.
Assets and liabilities are recorded at fair value based on independent valuation report from BDO India.
The assets acquired has not resulted in any revenue or profit for the year. Gain on acquisition of the business of H629.34 Crore
has been recognised as Capital Reserve (Net of tax effect thereon) in other equity through Other Comprehensive Income.
Nevertheless, in respect of transfer of business certain formalities were underway as at closing date e.g. transfer of investment
to the company, satisfaction of charge of lenders/debenture holders, transfer of bank balances/deposits etc. Accordingly,
transferred assets such as Investments, loan book, bank balances are yet to be transferred in the name of RCFL as on closing
date i.e. March 31, 2023.
1. The fair value of assets and liabilities recognised as a result of the acquisition are as follows:
(H In Crores)
Particulars Amounts
Assets
(a) Cash & cash equivalents 208.02
(b) Bank balance other than cash & cash equivalents 68.96
(c) Loans 1,653.58
(d) Investments 106.29
(e) Other financial assets 59.77
(f ) Property, plant and equipment 0.48
(g) Other intangible assets 0.44
(h) Other non - financial assets 13.42
Total Assets 2,110.95
Liabilities
(a) Payables 3.16
(b) Borrowings (other than debt securities) 1,040.35
(c) Other financial liabilities 7.73
(d) Other non-financial liabilities 38.69
Total Liabilities 1,089.93
Net identifiable assets acquired 1,021.02
2. Calculation of Capital Reserve / Bargain Purchase Gain
The difference between the purchase consideration and amount attributable to identified intangible assets /assets and
liabilities represents Capital Reserve / Bargain Purchase Gain.
Particulars Amounts
Net identifiable assets acquired 1,021.02
Less: Deferred tax liability on net identifiable assets acquired (211.69)
Net identifiable assets acquired ( after Deferred tax liability) 809.34
Less: Consideration (180.00)
Capital Reserve 629.34
Notes to the financial statements for the year ended 31st MARCH 2023
Note: 45 RELATED PARTY TRANSACTIONS: (Contd.)
C) Transaction with Related parties
(H In Crores)
Sl Name of the related Description of Transaction and amount during the year Amount
No party For the year ended outstanding as on
31st March 2023 31.03.2023
1 Mr. Amit Dangi Remuneration 0.41 Nil
2. Mr. Divy Dangi Salary 0.42 Nil
3. Mr. Hitesh Vora Salary 0.13 Nil
4. Mr. Deepak Dhingra Salary 0.03 Nil
5. Berix Bearing Pvt. Ltd. Investment in Debentures - 35.13
Loan Given 5.50 4.50
Loan Received back 1.00 -
Interest Received on debentures 0.00 0.01
Interest Accrued but not due 0.21 0.21
6. Mentor Capital Limited Loan Taken 856.95 106.50
Loan Repaid 772.20 -
Interest Paid 7.69 -
Office Rent Paid 0.10 -
7. Rumi Grown Diamonds Loan Given 0.50 0.52
Pvt. Ltd. Interest Received 0.03 -
8. Geetanjali Infosystems Loan Given 0.08 10.84
Pvt. Ltd. Interest Received 0.71 -
9. Swadesh Yarn Loan Given 1.50 -
Loan Received back 1.50 -
Interest Received 0.00 -
10. Gullfoss Enterprises Investments in equity shares (*H49,990/-) - *
Private Limited Loan Given - 0.33
Interest Receivable - 0.17
Interest Received 0.04 -
Additional Disclosures
57) The consolidated figures for the corresponding year ended March 31, 2022 are not given since there was no subsidiary/
Associates as of March 31,2022 and Reliance Commercial Finance Limited has become a subsidiary of Authum w.e.f. 14th
October, 2022.