0% found this document useful (0 votes)
118 views191 pages

Authum Infra - PPT

- The document is a disclosure by Authum Investment & Infrastructure Limited to the BSE Limited and Calcutta Stock Exchange regarding compliance with Regulation 30 and 34 of SEBI Listing Regulations for enclosing the Annual Report for FY 2022-23 and Notice of the 41st Annual General Meeting. - The Annual General Meeting will be held on September 27, 2023 at 4:00 PM through video conferencing in accordance with applicable MCA and SEBI circulars due to COVID-19. - The notice includes 4 items of business - adoption of audited financial statements, re-appointment of Mrs. Alpana Dangi as director liable to retire by rotation, increasing borrowing powers to Rs. 4,000 Cr under

Uploaded by

misfitmedico
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
0% found this document useful (0 votes)
118 views191 pages

Authum Infra - PPT

- The document is a disclosure by Authum Investment & Infrastructure Limited to the BSE Limited and Calcutta Stock Exchange regarding compliance with Regulation 30 and 34 of SEBI Listing Regulations for enclosing the Annual Report for FY 2022-23 and Notice of the 41st Annual General Meeting. - The Annual General Meeting will be held on September 27, 2023 at 4:00 PM through video conferencing in accordance with applicable MCA and SEBI circulars due to COVID-19. - The notice includes 4 items of business - adoption of audited financial statements, re-appointment of Mrs. Alpana Dangi as director liable to retire by rotation, increasing borrowing powers to Rs. 4,000 Cr under

Uploaded by

misfitmedico
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
You are on page 1/ 191

September 5, 2023

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

Dear Sir / Madam,

Subject: Disclosure of information pursuant to Regulation 30 and 34 of the SEBI


(Listing Obligations and Disclosure Requirements) Regulations, 2015

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.

The same will be available on the website of the Company at www.authum.com.

For Authum Investment & Infrastructure Limited


Digitally signed by HITESH PRAVIN
HITESH PRAVIN VORA VORA
Date: 2023.09.05 15:29:19 +05'30'
Hitesh Vora
Company Secretary and Compliance Officer
Notice

AUTHUM INVESTMENT & INFRASTRUCTURE LIMITED


Regd. Office: 707, Raheja Centre, Free Press Journal Road, Nariman Point, Mumbai - 400021.
Phone No.: 022-67472117 CIN: L51109MH1982PLC319008
Email Id: [email protected], Website: www.authum.com

NOTICE OF 41ST ANNUAL GENERAL


MEETING OF THE COMPANY
Notice is hereby given that the Forty First Annual General SPECIAL BUSINESS:
Meeting of the Members of Authum Investment and
Infrastructure Limited will be held on Wednesday, September Item No. 3: Increasing the Borrowing Powers under Section
27, 2023 at 4:00 P.M. through Video Conferencing (“VC”)/ 180(1) (c) of the Companies Act, 2013 up to Rs. 4,000 Cr.
Other Audio-Visual Means (“OAVM”) in accordance with To consider and if thought fit to pass, with or without
the applicable provisions of the Companies Act, 2013 read modification, the following resolution as a Special
with MCA General Circular No. 20/2020, 14/2020, 17/2020, Resolution:
20/2021, 03/2022 and 11/2022 dated May 5, 2020, April
8, 2020, April 13, 2020, December 8, 2021, May 5, 2022 “RESOLVED THAT pursuant to the provisions of Section 180(1)
and December 28, 2022 respectively, to transact following (c) and other applicable provisions, if any, of the Companies
business: Act, 2013 (including any statutory modifications thereof)
and any rules and regulations made thereunder, the consent
of the members of the Company be and is hereby accorded
ORDINARY BUSINESS: by way of special resolution, to the Board of Directors of the
Item No. 1: Adoption of Audited Financial Statements of the Company ("Board") for borrowing from time to time, as it
Company for the financial year end March 31, 2023 may think fit, any sum or sums of money in any currency
on such terms and conditions as the Board may deem fit,
To receive, consider and adopt the Audited (Standalone
by way of loans, issuance of bonds, notes, debentures or
and Consolidated) Financial Statements of the Company
other securities whether convertible into equity/ preference
for the Financial Year ended March 31, 2023 together with
shares or not, from banks, financial or other institution(s),
the Reports of the Board of Directors and the Report of
investors, mutual fund(s) or any other persons, up to
the Auditors thereon and in this regard, to consider and
an aggregate amount of Rs. 4,000 Crores (Rupees Four
if thought fit, to pass with or without modification(s), the
Thousand Crores Only) notwithstanding that the monies to
following resolution as an Ordinary Resolution:
be borrowed, together with the monies already borrowed by
“RESOLVED THAT the audited (standalone and consolidated) the Company (apart from the temporary loans obtained from
financial statement of the Company for the financial year the Company's bankers in the ordinary course of business),
ended March 31, 2023 and the reports of the Board of may exceed the aggregate, for the time being, of the paid up
Directors and Auditors thereon, as circulated to the Members, capital of the Company and its free reserves, that is to say,
be and are hereby considered and adopted.” reserves not set apart for any specific purpose.
RESOLVED FURTHER THAT the Board (including any
Item No. 2: Appointment of Mrs. Alpana Dangi (DIN:
Committee duly constituted by the Board of Directors or
01506529) as a Director liable to retire by rotation
any authority as approved by the Board of Directors) be and
To appoint a Director in place of Mrs. Alpana Dangi (DIN: is hereby authorized to do all such acts, deeds and things
01506529), who retires by rotation and being eligible, offers and to sign and execute all such deeds, documents and
herself for re-appointment and in this regard, to consider instruments as may be necessary, expedient and incidental
and if thought fit, to pass with or without modification(s), the thereto to give effect to this resolution.”
following resolution as an Ordinary Resolution:
Item No. 4: Approval for creation of charges, mortgages,
“RESOLVED THAT in accordance with the provisions of Section
152 and other applicable provisions of the Companies Act, hypothecation on the immovable and movable assets of
2013, Mrs. Alpana Dangi (DIN: 01506529), Director of the the Company under Section 180(1)(a) of the Companies
Company, who retires by rotation at this meeting and who Act, 2013
being eligible has offered herself for re-appointment, be and To consider and if thought fit, to pass with or without
is hereby re-appointed as Director of the Company, liable to modification(s), the following resolution as a Special
retire by rotation.” Resolution:

Annual Report 2022-23 | 3


“RESOLVED THAT pursuant to the provisions of Section clarifications issued thereon from time to time by the
180(1)(a) and other applicable provisions, if any, of the Government of India (GOI), the Reserve Bank of India (RBI)
Companies Act, 2013 (including any statutory modifications and the Securities and Exchange Board of India (SEBI)
or amendments thereof) and Rules made thereunder, and/or any other competent authorities, and subject to
consent of the Members of the Company be and is hereby approval from all other appropriate statutory and regulatory
accorded to the Board of Directors of the Company or its authorities, as may be applicable or relevant and subject
Committee as may be authorized by the Board of Directors, to such conditions and modifications as may be prescribed
to mortgage, hypothecate, pledge and/or charge in such by any of them while granting such approvals, permissions,
form and manner and on such terms and at such time(s) as consent and sanctions, and subject to the provisions of
the Board of Directors or such Committee may deem fit, the the Company’s Memorandum and Articles of Association,
immovable and movable assets, receivables of the Company, consent of the Members be and is hereby accorded to the
wherever situate, present and future, whether presently Board of Directors (hereinafter referred to as “the Board”
belonging to the Company or not, in favour of any person which term shall include any Committee(s) of the Board
including, but not limited to, qualified institutional buyers, of Directors for Operations’ (hereinafter referred to as the
foreign institutional investors, banks, foreign portfolio ‘Committee’) thereof constituted or to be constituted by the
investors, financial institutions, multilateral financial Board from time to time, to exercise its power conferred
institutions, regional rural banks, cooperative banks, mutual by this resolution) to create, offer, issue and allot such
funds, provident, pension, superannuation and gratuity number of Equity Shares, fully convertible Debentures /
funds, companies, partnership firms, limited liability partly convertible Debentures, Non-convertible Debentures,
partnerships, resident individual investors, Hindu undivided secured/unsecured redeemable Debentures, Warrants with
families, trustee(s), agent(s) to secure the debentures, senior right exercisable by the warrant holder to exchange or
notes, bonds, loans, hire purchase and/or lease portfolio convert such warrants with Equity Shares of the Company
management transaction(s) for finance and other credit at a later date simultaneously with issue of Non-convertible
facilities, provided that the aggregate indebtedness secured debentures and/or any other permitted fully or partly
by the assets of the Company does not exceed Rs. 4,000 convertible securities and/or Preference Shares and/or any
Crores (Rupees Four Thousand Crores only) at any time. other financial instruments convertible into Equity Shares,
securities linked to Equity Shares and/or securities or any
RESOLVED FURTHER THAT the Board of Directors or such
combination of securities (“Securities”), at a later date, in
Committee or person(s) as authorized by the Board of
one or more series/tranches, in the course of domestic and/
Directors be and are hereby authorized to finalize the form,
or international offering(s) in one or more foreign markets,
extent and manner of, and the documents and deeds, as may
aggregating up to Rs. 750 Crore (Seven Hundred and Ffity
be applicable, for creating the appropriate mortgages and/
Crores Only), by way of a public and/ or private offerings and/
or charges on such immovable and/or movable properties,
or qualified institutions placement (QIP) or any combination
receivables of the Company on such terms and conditions as
thereof, through issue of prospectus and/or placement
may be decided by the Board of Directors or such Committee
document or other permissible / requisite offer document
in consultation with the lenders/ trustees and for reserving
to any eligible person, including qualified institutional
the aforesaid right and for performing all such acts, things
buyers in accordance with Chapter VI of the Securities and
and deeds as may be necessary for giving full effect to this
Exchange Board of India (Issue of Capital and Disclosure
resolution.”
Requirements) Regulations, 2018, as amended (“SEBI ICDR
Regulations”), and the Act, or otherwise, foreign / resident
Item No. 5: Approval for raising of additional capital by
investors (whether institutions, incorporated bodies, mutual
way of one or more public or private offerings including
funds, individuals or otherwise), venture capital funds
through a Qualified Institutions Placement (‘QIP’) to (foreign or Indian), alternate investment funds, foreign
eligible investors through an issuance of equity shares or portfolio investors, Indian and/or multilateral financial
other eligible securities for an amount not exceeding Rs. institutions, mutual funds, non-resident Indians, and / or
750 Crore any other categories of investors, whether they be holders of
To consider and if thought fi¬t, to pass the following Equity Shares of the Company or not (collectively called the
resolution as a Special Resolution: Investors) as may be decided by the Board in its discretion
and permitted under applicable laws and regulations, at
“RESOLVED THAT in supersession of the resolution passed such premium as may be fixed on such securities by offering
earlier and pursuant to provisions of Sections 23, 42, 62, 71 the securities at such time or times, at such price or prices,
and other applicable provisions of the Companies Act, 2013, at a discount or premium to market price or prices permitted
as amended (hereinafter referred to as “the Act”) and rules under applicable laws in such manner and on such terms and
made thereunder, (including any statutory modification(s) conditions including security, rate of interest etc., as may be
or re-enactment(s) thereof for the time being in force) and deemed appropriate by the Board in its absolute discretion
pursuant to the applicable provisions of the Securities and including the discretion to determine the categories of
Exchange Board of India Act, 1992, as amended and rules Investors to whom the offer, issue and allotment shall be
and regulations made thereunder, the Foreign Exchange made to the exclusion of other categories of Investors at
Management Act, 1999 (FEMA), as amended, and rules and the time of such offer, issue and allotment considering the
regulations made thereunder and in accordance with the prevailing market conditions and other relevant factors and
rules, regulations, guidelines, notifications, circulars and wherever necessary in consultation with lead manager(s)
and/or underwriter(s) and/ or other advisor(s), as the Board
in its absolute discretion may deem fit and appropriate.

4 | Authum Investments & Infrastructure Limited


Notice

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

Annual Report 2022-23 | 5


deem fit or as the Board may suo moto decide in its absolute Item No. 6: Approval of Related Party Transactions
discretion in the best interests of the Company. To consider and if thought fit, to pass with or without
RESOLVED FURTHER THAT for the purpose of giving effect to modification, the following resolution as a Special
the above resolution, the Board is authorized on behalf of Resolution:
the Company to take all actions and to do all such deeds, “RESOLVED THAT pursuant to the provisions of Section 188
matters and things as it may, in its absolute discretion, deem of the Companies Act, 2013 (“the Act”) and Regulation 23 of
necessary, desirable or expedient to the issue or allotment the SEBI Listing Regulations 2015 (including any statutory
of aforesaid Securities and listing thereof with the stock modification(s) or re-enactment thereof for the time being
exchange(s) as appropriate and to resolve and settle all in force), the Company’s Policy on “Materiality of Related
questions and difficulties that may arise in the proposed Party Transactions and also on dealing with Related Party
issue, offer and allotment of any of the Securities, utilization Transactions” subject to such other approvals, consents,
of the issue proceeds and to do all acts, deeds and things permissions and sanctions of any authorities as may be
in connection therewith and incidental thereto as the Board necessary and subject to such conditions and modifications,
in its absolute discretion deem fit, without being required as may be prescribed by any one of them while granting any
to seek any further consent or approval of the Members or such approvals, consents, permissions and/ or sanctions
otherwise to the end and intent that they shall be deemed to which may be agreed to by the Board of Directors of the
have given their approval thereto expressly by the authority Company, approval of the members of the Company be and
of this resolution. is hereby accorded to the Audit Committee and the Board
RESOLVED FURTHER THAT the Board be and is hereby of Directors to authorize the management of the Company
authorised to delegate all or any of its powers conferred by to enter into agreement(s) and/or transaction(s) and ratify
this resolution on it, to any Committee of Directors or Mr. Amit the transactions entered earlier for the FY 2022-23, as
Dangi, Director of the Company or any other Officer of the may be appropriate and under the existing related party
Company, in order to give effect to the above resolutions. arrangement, with the following Related Parties as defined
under Section 2(76) of the Act and Regulation 23 of SEBI
RESOLVED FURTHER THAT all actions taken by the Board Listing Regulations 2015, on such terms and conditions as
in connection with any matter referred to or contemplated may be mutually agreed upon between the Company and
in any of the foregoing resolutions are hereby approved, any of the Related Party, for the amount in aggregate not
ratified and confirmed in all respects.” exceeding as mentioned against the name of each of the
following Related Party during the period mentioned against
the name of each Related Party:

Sr. Name of Related Party Relationship Nature of Amount (Rs. In Crores)


No Transaction(s) 2023-42nd From April 1, From the date of
AGM 2022 till the date Notice of 41st
Notice of 41st AGM till 42nd
AGM AGM to be held
in calendar year
2024
1 Mentor Capital Limited Promoter Group Loan taken / to be Rs. 2000.00 Rs. 962.9 Upto Rs. 1037.10
taken
2 Mentor Capital Limited Promoter Group Loan repaid / to be Rs. 2000.00 Rs. 974.55 Upto Rs. 1025.45
repaid
3 Mentor Capital Limited Promoter Group Interest to be paid on Rs. 100.00 Upto Rs. 100.00
loan
4 Mentor Capital Limited Promoter Group Rent paid / to be Rs. 0.40 Rs. 0.18 Upto Rs. 0.22
paid
5 Berix Bearing Private Entities Under Loan given / to be Rs. 35.00 Rs. 6 Upto Rs. 29
Limited (formerly known Common Control given / investment in
as SRCT Globex Private debentures
Limited)
6 Reliance Commercial Wholly owned Loan given / to be Rs. 1000.00 Rs. 165 Upto Rs. 835.00
Finance Limited Subsidiary given
Company
7 Reliance Commercial Wholly owned Loan received / to be Rs. 1000.00 Rs. 165 Upto Rs. 835.00
Finance Limited Subsidiary received back
Company
8 Reliance Commercial Wholly owned Interest to be paid on Rs. 150.00 Upto Rs. 150.00
Finance Limited Subsidiary loan
Company

6 | Authum Investments & Infrastructure Limited


Notice

Sr. Name of Related Party Relationship Nature of Amount (Rs. In Crores)


No Transaction(s) 2023-42nd From April 1, From the date of
AGM 2022 till the date Notice of 41st
Notice of 41st AGM till 42nd
AGM AGM to be held
in calendar year
2024
9 Reliance Commercial Wholly owned Investment in Shares Rs. 1000.00 Rs. 234.36
Finance Limited Subsidiary and Debentures
Company
10 Reliance Commercial Wholly owned Rent received / to be Rs. 2.68 Rs. 0.18 Upto Rs. 2.5
Finance Limited Subsidiary received
Company
11 Geetanjali Infosystems Entities Under Loan given / to be Rs. 25.00 Upto Rs. 25.00
Pvt. Ltd. Common Control given / Investment in
debentures
12 Rumi Grown Diamonds Entities belongs Loan given / to be Rs. 15.00 Rs. 0.50 Upto Rs. 14.50
Pvt. Ltd. to brother of given
Director
13 Rumi Grown Diamonds Entities belongs Loan to be received Rs. 16.00 Upto Rs. 16.00
Pvt. Ltd. to brother of back alongwith
Director Interest

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.

Mumbai, August 4, 2023 By Order of the Board of Directors

Registered Office: Hitesh Vora


707, Raheja Centre, Free Press Journal Road, Company Secretary & Compliance Officer
Nariman Point, Mumbai – 400021. Mem. No.: A40193
CIN: L51109MH1982PLC319008
Phone No.: 022-67472117
Web Site: www.authum.com,
Email ID: [email protected]

Annual Report 2022-23 | 7


NOTES: in pursuance of Section 112 and Section 113 of the
Companies Act, 2013, representatives of the members
CDSL e-Voting System – For e-voting and Joining Virtual such as the President of India or the Governor of a State
meetings. or body corporate can attend the AGM through VC/OAVM
1. As you are aware, in view of the situation arising due and cast their votes through e-voting.
to COVID-19 global pandemic, the general meetings
6. In line with the Ministry of Corporate Affairs (MCA)
of the companies shall be conducted as per the
Circular No. 17/2020 dated April 13, 2020, the Notice
guidelines issued by the Ministry of Corporate Affairs
calling the AGM has been uploaded on the website of
(MCA) vide Circular No. 14/2020 dated April 8, 2020,
the Company at www.authum.com. The Notice can also
Circular No.17/2020 dated April 13, 2020, Circular No.
be accessed from the website of the Stock Exchange
20/2020 dated May 05, 2020, Circular No. 20/2021
i.e. BSE Limited at www.bseindia.com. The AGM Notice
dated December 8, 2021, Circular No. 3/2022 dated May
is also disseminated on the website of CDSL (agency
5, 2022 and Circular No. 11/2022 dated December 28,
for providing the Remote e-Voting facility and e-voting
2022. The forthcoming AGM will thus be held through
system during the AGM) i.e. www.evotingindia.com.
video conferencing (VC) or other audio visual means
(OAVM). Hence, Members can attend and participate in 7. The AGM has been convened through VC/OAVM in
the ensuing AGM through VC/OAVM. compliance with applicable provisions of the Companies
Act, 2013 read with MCA Circular No. 14/2020 dated
2. Pursuant to the provisions of Section 108 of the
April 8, 2020 and MCA Circular No. 17/2020 dated April
Companies Act, 2013 read with Rule 20 of the Companies
13, 2020 and MCA Circular No. 20/2020 dated May 05,
(Management and Administration) Rules, 2014 (as
2020 and MCA Circular No. 20/2021 dated December 8,
amended) and Regulation 44 of SEBI (Listing Obligations
2021, MCA Circular No. 3/2022 dated May 5, 2022 and
& Disclosure Requirements) Regulations 2015 (as
MCA Circular No. 11/2022 dated December 28, 2022.
amended), and MCA Circulars dated April 08, 2020, April
13, 2020 and May 05, 2020, December 8, 2021, May 5, 8. Statement pursuant to section 102(1) of the Companies
2022 and December 28, 2022, the Company is providing Act, 2013 forms part of this notice.
facility of remote e-voting to its Members in respect
9. Brief details of Director who is seeking appointment /
of the business to be transacted at the AGM. For this
re-appointment, are given in the annexure hereto as per
purpose, the Company has entered into an agreement
requirements of the Companies Act, 2013 and regulation
with Central Depository Services (India) Limited (CDSL)
26(4) and 36(3) of the SEBI (Listing Obligations and
for facilitating voting through electronic means, as the
Disclosure Requirements) Regulations, 2015 (‘the Listing
authorized e-Voting’s agency. The facility of casting
Regulations’).
votes by a member using remote e-voting as well as the
e-voting system on the date of the AGM will be provided 10. Applicable statutory records and all the documents
by CDSL. referred to in the accompanying Notice of the 41st AGM
and the Explanatory Statement shall be available for
3. The Members can join the AGM in the VC/OAVM mode
inspection by the members at the Registered Office and
15 minutes before and after the scheduled time of
Corporate Office of the Company on all working days
the commencement of the Meeting by following the
during business hours up to the date of the Meeting.
procedure mentioned in the Notice. The facility of
Such documents will also be available electronically for
participation at the AGM through VC/OAVM will be made
inspection by the members from the date of circulation
available to atleast 1000 members on first come first
of this notice upto the date of AGM and during the AGM.
served basis. This will not include large Shareholders
Members seeking to inspect such documents can send
(Shareholders holding 2% or more shareholding),
an email to [email protected].
Promoters, Institutional Investors, Directors, Key
Managerial Personnel, the Chairpersons of the Audit 11. SEBI vide its circular dated January 25, 2022, has
Committee, Nomination and Remuneration Committee mandated that the listed companies shall henceforth
and Stakeholders Relationship Committee, Auditors etc. issue the securities in dematerialised form only, while
who are allowed to attend the AGM without restriction processing service requests such as issue of duplicate
on account of first come first served basis. share certificates, transmission, transposition, etc.
Accordingly, members who still hold shares in physical
4. The attendance of the Members attending the AGM
form are advised to dematerialise their holdings.
through VC/OAVM will be counted for the purpose
of ascertaining the quorum under Section 103 of the 12. Since the AGM will be held through VC / OAVM, the Route
Companies Act, 2013. Map is not annexed in this Notice.
5. Pursuant to MCA Circular No. 14/2020 dated April 08, 13. In line with the General Circular No. 3/2022 dated May 5,
2020, the facility to appoint proxy to attend and cast vote 2022, the Company is sending Notice in electronic form
for the members is not available for this AGM. However,

8 | Authum Investments & Infrastructure Limited


Notice

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.

14. Nomination facility: (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/


CIR/P/2020/242 dated 09.12.2020, under Regulation
As per the provisions of Section 72 of the Companies 44 of Securities and Exchange Board of India (Listing
Act, 2013, read with SEBI circular dated November 3, Obligations and Disclosure Requirements) Regulations,
2021 and clarification circular dated December 14, 2015, listed entities are required to provide remote
2021 facility for making nomination is available for e-voting facility to its shareholders, in respect of all
the Members in respect of the shares held by them. shareholders’ resolutions. However, it has been observed
Members holding shares in single name and who have that the participation by the public non-institutional
not yet registered their nomination are requested to shareholders/retail shareholders is at a negligible level.
register the same by submitting Form No. SH-13. If a
Member desires to cancel the earlier nomination and Currently, there are multiple e-voting service providers
record fresh nomination, he may submit the same in (ESPs) providing e-voting facility to listed entities in
Form No. SH-14. Members holding shares in electronic India. This necessitates registration on various ESPs and
form may obtain Nomination forms from their respective maintenance of multiple user IDs and passwords by the
Depository Participant. shareholders.
In order to increase the efficiency of the voting process,
15. Unclaimed Dividend:
pursuant to a public consultation, it has been decided
Pursuant to the applicable provisions of the Act read to enable e-voting to all the demat account holders,
with the IEPF Authority (Accounting, Audit, Transfer and by way of a single login credential, through their
Refund) Rules, 2016, all unpaid or unclaimed dividends demat accounts/ websites of Depositories/ Depository
are required to be transferred by the Company to the Participants. Demat account holders would be able
IEPF established by the Central Government, after the to cast their vote without having to register again
completion of seven years. Further, according to the with the ESPs, thereby, not only facilitating seamless
Rules, the shares in respect of which dividend has not authentication but also enhancing ease and convenience
been paid or claimed by the shareholders for seven of participating in e-voting process.
consecutive years or more shall also be transferred to
the demat account created by the IEPF Authority. Since Step 1 : Access through Depositories CDSL/NSDL e-Voting
seven years have not been elapsed from the date of system in case of individual shareholders holding
transfer of amount to Unpaid Dividend Account, no shares in demat mode.
dividend is due for transfer to IEPF. (iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/
CIR/P/2020/242 dated December 9, 2020 on e-Voting
THE INTRUCTIONS OF SHAREHOLDERS FOR E-VOTING facility provided by Listed Companies, Individual
AND JOINING VIRTUAL MEETINGS ARE AS UNDER: shareholders holding securities in demat mode are
Step 1 : Access through Depositories CDSL/NSDL e-Voting allowed to vote through their demat account maintained
system in case of individual shareholders holding with Depositories and Depository Participants.
shares in demat mode. Shareholders are advised to update their mobile
number and email Id in their demat accounts in order to
Step 2 : Access through CDSL e-Voting system in case of access e-Voting facility.
shareholders holding shares in physical mode and
non-individual shareholders in demat mode.

Annual Report 2022-23 | 9


Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders
holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders Login Method


Individual Shareholders 1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user
holding securities in id and password. Option will be made available to reach e-Voting page without any further
Demat mode with CDSL authentication. The users to login to Easi / Easiest are requested to visit CDSL website www.
Depository cdslindia.com and click on login icon & New System Myeasi Tab.
2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible
companies where the evoting is in progress as per the information provided by company. On
clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service
provider for casting your vote during the remote e-Voting period or joining virtual meeting &
voting during the meeting. Additionally, there is also links provided to access the system of all
e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website
directly.
3) If the user is not registered for Easi/Easiest, option to register is available at CDSL website
www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration
option.
4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number
and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will
authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat
Account. After successful authentication, user will be able to see the e-Voting option where
the evoting is in progress and also able to directly access the system of all e-Voting Service
Providers.
Individual Shareholders 1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL.
holding securities in Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal
demat mode with NSDL Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial
Depository Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You
will have to enter your User ID and Password. After successful authentication, you will be able
to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be
able to see e-Voting page. Click on company name or e-Voting service provider name and you
will be re-directed to e-Voting service provider website for casting your vote during the remote
e-Voting period or joining virtual meeting & voting during the meeting.
2) If the user is not registered for IDeAS e-Services, option to register is available at https://
eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.
com/SecureWeb/IdeasDirectReg.jsp
3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://
www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of
e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/
Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen
digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown
on the screen. After successful authentication, you will be redirected to NSDL Depository site
wherein you can see e-Voting page. Click on company name or e-Voting service provider name
and you will be redirected to e-Voting service provider website for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the meeting
Individual Shareholders You can also login using the login credentials of your demat account through your Depository
(holding securities Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able
in demat mode) to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL
login through their Depository site after successful authentication, wherein you can see e-Voting feature. Click on
Depository Participants company name or e-Voting service provider name and you will be redirected to e-Voting service
(DP) provider website for casting your vote during the remote e-Voting period or joining virtual meeting
& voting during the meeting.

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

10 | Authum Investments & Infrastructure Limited


Notice

Login type Helpdesk details


Individual Shareholders Members facing any technical issue in login can contact CDSL helpdesk by sending a request at
holding securities in [email protected] or contact at toll free no. 1800 22 55 33
Demat mode with CDSL
Individual Shareholders Members facing any technical issue in login can contact NSDL helpdesk by sending a request at
holding securities in [email protected] or call at : 022 - 4886 7000 and 022 - 2499 7000
Demat mode with 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
ƒ
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
ƒ 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

Annual Report 2022-23 | 11


verification code and click on Forgot Password & enter 6. Please note that Participants Connecting from Mobile
the details as prompted by the system. Devices or Tablets or through Laptop connecting via
Mobile Hotspot may experience Audio/Video loss due
(xvi) There is also an optional provision to upload BR/
to Fluctuation in their respective network. It is therefore
POA if any uploaded, which will be made available to
recommended to use Stable Wi-Fi or LAN Connection to
scrutinizer for verification.
mitigate any kind of aforesaid glitches.
(xvii) Additional Facility for Non – Individual Shareholders
7. Shareholders who would like to express their views/ask
and Custodians –For Remote Voting only.
questions during the meeting may register themselves
y Non-Individual shareholders (i.e. other than as a speaker by sending their request in advance atleast
Individuals, HUF, NRI etc.) and Custodians are 5 days prior to meeting mentioning their name, demat
required to log on to www.evotingindia.com and account number/folio number, email id, mobile number
register themselves in the “Corporates” module. at [email protected]. The shareholders who do not
y A scanned copy of the Registration Form bearing the wish to speak during the AGM but have queries may
stamp and sign of the entity should be emailed to send their queries in advance 5 days prior to meeting
[email protected]. mentioning their name, demat account number/folio
number, email id, mobile number at [email protected].
y After receiving the login details a Compliance These queries will be replied to by the company suitably
User should be created using the admin login and by email.
password. The Compliance User would be able to
link the account(s) for which they wish to vote on. 8. Those shareholders who have registered themselves as
a speaker will only be allowed to express their views/ask
y The list of accounts linked in the login will be questions during the meeting.
mapped automatically & can be delink in case of
any wrong mapping. 9. Only those shareholders, who are present in the AGM
through VC/OAVM facility and have not casted their vote
y It is Mandatory that, a scanned copy of the Board on the Resolutions through remote e-Voting and are
Resolution and Power of Attorney (POA) which otherwise not barred from doing so, shall be eligible to
they have issued in favour of the Custodian, if any, vote through e-Voting system available during the AGM.
should be uploaded in PDF format in the system for
the scrutinizer to verify the same. 10. If any Votes are cast by the shareholders through the
e-voting available during the AGM and if the same
y Alternatively, Non Individual shareholders shareholders have not participated in the meeting
are required mandatory to send the relevant through VC/OAVM facility, then the votes cast by such
Board Resolution/ Authority letter etc. together shareholders may be considered invalid as the facility
with attested specimen signature of the duly of e-voting during the meeting is available only to the
authorized signatory who are authorized to vote, shareholders attending the meeting.
to the Scrutinizer and to the Company at the email
address viz; [email protected], if they have voted PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/
from individual tab & not uploaded same in the
MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/
CDSL e-voting system for the scrutinizer to verify
the same.
DEPOSITORIES.
1. For Physical shareholders- please provide necessary
INSTRUCTIONS FOR SHAREHOLDERS ATTENDING details like Folio No., Name of shareholder, scanned
copy of the share certificate (front and back), PAN
THE AGM THROUGH VC/OAVM & E-VOTING DURING
(self attested scanned copy of PAN card), AADHAR (self
MEETING ARE AS UNDER: attested scanned copy of Aadhar Card) by email to
1. The procedure for attending meeting & e-Voting on the Company/RTA email id.
day of the AGM is same as the instructions mentioned
above for e-voting. 2. For Demat shareholders - Please update your email id &
mobile no. with your respective Depository Participant
2. The link for VC/OAVM to attend meeting will be available (DP).
where the EVSN of Company will be displayed after
successful login as per the instructions mentioned 3. For Individual Demat shareholders – Please update your
above for e-voting. email id & mobile no. with your respective Depository
Participant (DP) which is mandatory while e-Voting &
3. Shareholders who have voted through Remote e-Voting joining virtual meetings through Depository.
will be eligible to attend the meeting. However, they will
not be eligible to vote at the AGM. If you have any queries or issues regarding attending
AGM & e-Voting from the CDSL e-Voting System, you can
4. Shareholders are encouraged to join the Meeting write an email to [email protected] or
through Laptops / IPads for better experience. contact at toll free no. 1800 22 55 33
5. Further shareholders will be required to allow Camera All grievances connected with the facility for voting
and use Internet with a good speed to avoid any by electronic means may be addressed to Mr. Rakesh
disturbance during the meeting. Dalvi, Sr. Manager, (CDSL) Central Depository Services
(India) Limited, A Wing, 25th Floor, Marathon Futurex,
Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel

12 | Authum Investments & Infrastructure Limited


Notice

(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

Annual Report 2022-23 | 13


EXPLANATORY STATEMENT PURSUANT
TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 3 & 4: ITEM NO. 5


In terms of Section 180(1)(c) of the Companies Act, 2013, The consent of the Members is being sought pursuant
borrowings by the Company (apart from the deposits to the provisions of Sections 23, 42, 62, 71 and other
accepted in the ordinary course of business by the Company, applicable provisions of the Companies Act, 2013, as
temporary loans repayable on demand or within six months amended (hereinafter referred to as “the Act”) and rules
from the date of the loan, and temporary loans, if any, made thereunder, (including any statutory modification(s)
obtained from the Company’s bankers, other than loans or re-enactment(s) thereof for the time being in force), and
raised for the purpose of financing expenditure of a capital pursuant to the applicable provisions of the Securities and
nature) in excess of the paid-up capital of the Company, Exchange Board of India Act, 1992, as amended and rules
Securities Premium and free reserves, require the approval and regulations made thereunder, the Foreign Exchange
of the Members by way of special resolution. Management Act, 1999 (FEMA), as amended, and rules
and regulations made thereunder and in accordance with
Keeping in view the existing and future financial requirements
the rules, regulations, guidelines, notifications, circulars
to support its business operations, the Company may need
and clarifications issued thereon from time to time by
additional funds. For this purpose, the Company may, from
the Government of India (GOI), the Reserve Bank of India
time to time, raise finance from various Banks and/or
(RBI) and the Securities and Exchange Board of India (SEBI)
Financial Institutions and/ or any other lending institutions
and/or any other competent authorities, and subject to
and/or Bodies Corporate and/or such other persons/
approval from all other appropriate statutory and regulatory
individuals as may be considered fit, which, together with
authorities, as may be applicable or relevant.
the moneys already borrowed by the Company (apart from
temporary loans obtained from the Company’s bankers in The Company may require funds in order to meet capital
ordinary course of business) may exceed the aggregate of expenditure requirements for ongoing and future projects
the paid up capital and free reserves of the Company. Hence of the Company, to sustain growth in the business, for
it is proposed to increase the maximum borrowing limits to business expansion and to improve the financial leveraging
Rs. 4,000 crores for the Company. strength of the Company, working capital requirements,
debt repayments including repayment of any existing or
Pursuant to Section 180(1)(c) of the Companies Act, 2013, the
future debt incurred for any purpose including for paying
Board of Directors cannot borrow more than the aggregate
off any liability, investments including amongst others, to
amount of the paid-up capital of the Company and its free
meet the current operational expenses, general corporate
reserves at any one time except with the consent of the
purposes including but not limited to pursuing new business
members of the Company in a general meeting. In order to
opportunities, acquisitions, alliances etc. and such other
facilitate securing the borrowing made by the Company, it
purpose as may be determined by the Board from time to
would be necessary to create charge on the assets or whole
time to meet corporate exigencies.
or part of the undertaking of the Company.
Therefore, the Company seeks an enabling approval of the
The members of the Company are further informed that
Members to access the capital market, through a public
according to the provisions of Section 180(1)(a) of Companies
issue or on a private placement basis to create, offer, issue
Act, 2013, the Board of Directors can exercise its powers to
and allot equity shares or other securities convertible into
create/renew charges, mortgages, pledges, hypothecations
Equity Shares of the Company or any combination thereof
and floating charges on immovable or movable assets of the
in one or more tranches up to an aggregate amount of Rs.
Company to secure its borrowings, only with the consent of
750 crore.
the shareholders obtained by way of Special Resolution.
The price at which the securities will be issued, will be
Hence, the Special Resolution at Item No. 3 & 4 of the
determined by the Board of the Company in accordance with
Notice is being proposed, since the same exceeds the limits
the applicable law and consultation with the appropriate
provided under Section 180(1)(c) of the Act. The Directors
advisors.
recommend the Special Resolution as set out at Item No. 3 &
4 of the accompanying Notice, for members’ approval. The detailed terms and conditions for the offer of above
securities will be determined by the Board in consultation
None of the Directors or Key Managerial Personnel of the
with the lead managers, placement agents and such other
Company and their relatives is concerned or interested,
agency or agencies as may be required to be consulted by
financially or otherwise, in the Special Resolution except to
the Company, considering the prevailing market conditions
the extent of their shareholding in the Company.
and in accordance with the applicable provisions of the law

14 | Authum Investments & Infrastructure Limited


Notice

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.

Annual Report 2022-23 | 15


The details of the transaction entered into and proposed are mentioned below: (Insert details of transactions with RCFL)
Name of Mentor Capital Limited Berix Bearing Reliance Commercial Finance Limited Geetanjali Rumi Grown
the Related Pvt. Ltd. Infosystems Diamonds
Party(ies) (formerly Pvt. Ltd. Pvt. Ltd.
known as
SRCT Globex
Pvt. Ltd.)
Name of Mr. Sanjay Dangi and Mrs. Mr. Sanjay Mr. Sanjay Dangi, Mr. Amit Dangi and Mrs.Mr. Sanjay Mr. Sanjay
Director(s) or Alpana Dangi Dangi and Mr. Alpana Dangi Dangi, Mr. Dangi, Mr.
KMP who is/ Amit Dangi Amit Dangi Amit Dangi
are related and Mrs. and Mrs.
Alpana Dangi Alpana Dangi
Nature of Promoter Company Group Wholly Owned Subsidiary Company Entities Entities
Relationship Company Under belongs to
Common brother of
Control Director
Nature of Loan taken / Rent Loan given / Loan given / Investment Rent Loan given Loan given /
contracts / to be taken to be given / to be given / to be to be given
arrangements and repaid investment in and receive given and and receive
/ transactions alongwith debentures alongwith to receive alongwith
Interest Interest alongwith Interest
interest /
Investment in
debentures
Nature, Loan taken / Rent to be Loan to Loan given / Investment in Rent received Loan given Loan given /
Material to be taken paid be given / to be given Shares and / to be / to be to be given
terms of the and repaid investment in and receive Debentures received given and and receive
contracts / alongwith debentures alongwith to receive alongwith
arrangements Interest Interest alongwith Interest
/ Transactions interest /
Investment in
debentures
Monetary Upto Rs. 2100 Upto Rs. 0.40 Upto Rs. 35 Upto Rs. 1150 Upto Rs. 1000 Upto Rs. 2.68 Upto Rs. 25 Upto Rs. 16
Value Crores Crores Crores Crores Crores Crores Crores Crores
Are the Yes Yes Yes Yes Yes Yes Yes Yes
transactions
in the
ordinary
course of
business
Are the Yes Yes Yes Yes Yes Yes Yes Yes
transactions
on an arm’s
length basis
Whether the Yes Yes Yes Yes Yes Yes Yes Yes
transactions
would meet
the arm’s
length
standard in
the opinion
of the
Company’s
Transfer
Pricing
Consultants
Whether the Yes Yes Yes Yes Yes Yes Yes
transactions
have been/
would be
approved
by the Audit
Committee
and the Board
of Directors of
the Company

16 | Authum Investments & Infrastructure Limited


Notice

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

Mumbai, August 4, 2023 By Order of the Board of Directors

Registered Office: Hitesh Vora


707, Raheja Centre, Free Press Journal Road, Company Secretary & Compliance Officer
Nariman Point, Mumbai – 400021. Mem. No.: A40193
CIN: L51109MH1982PLC319008
Phone No.: 022-67472117
Web Site: www.authum.com,
Email ID: [email protected]

Annual Report 2022-23 | 17


Information pursuant to Regulations 26 and 36 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and
Secretarial Standard 2 on General Meetings, in respect of Directors
seeking appointment / re-appointment at the Annual General Meeting
Annexure A
Name of the Director Alpana Dangi (DIN: 01506529)
Qualification B.com
Date of birth 29/10/1972
Age 50 years
Initial date of Appointment 30/09/2019
Date of re-appointment -
A brief resume of the directors She is a Commerce Graduate and is promoter of the Company.
Expertise in specific functional areas More than 28 years of experience in capital market and financial
services.
Terms and conditions of appointment / Promoter and Non-Independent Non-Executive Director
reappointment
Remuneration proposed to be paid Nil
Remuneration last drawn (including sitting fees, if Nil
any) for F.Y. 2022-23
Shareholding of Directors (as on March 31, 2023) 1,10,90,906 equity shares i.e. 65.30% of total equity share capital
of the Company
Number of Board meetings attended during the F.Y. 4
2022-23
Directorships held in other listed companies (as on None
March 31, 2023)
Directorships of other companies in India (as on Nil
March 31, 2023)
Chairmanship/ Membership of the Committees of the None
Board of Directors of other listed companies (as on
March 31, 2023)
Chairmanship/ Membership of the Committees of None
other companies in India (as on March 31, 2023)
Disclosure of relationships between directors inter-se Mrs. Alpana Dangi, Promoter and Non-Executive Non Independent
Director of the Company is spouse of Mr. Sanjay Dangi, Non-
Executive Non Independent Director of the Company and aunt of
Mr. Amit Dangi, Whole Time Director of the Company.

18 | Authum Investments & Infrastructure Limited


BROADBASING
THE BUSINESS
Authum Investments & Infrastructure Limited
Annual Report 2022-23
Inside cover page
Disclaimer: In this annual report, we have
Contents
disclosed forward looking information 2 Corporate Snapshot
to enable investors to comprehend our
prospects and take informed investment 4 How we have grown over the years
decisions. This report and other statements
- written and oral - that we periodically
6 Our acquisition story
make, contain forward-looking statements 10 Director’s statement
that set out anticipated results based on
the management’s plans and assumptions. 15 What makes us optimistic of
We have tried wherever possible to identify India’s mortgage financing sector
such statements by using words such as
‘anticipates’, ‘estimates’, ‘expects’, ‘projects’, 16 What makes us optimistic of the
‘intends’, ‘plans’, ‘believes’ and words of securitised pool
similar substance in connection with any
discussion of future performance. We cannot 19 Why Authum will continue to build
guarantee that these forward-looking its equity investment business
statements will be realised, although
20 The securitisation opportunity
we believe we have been prudent in our
assumptions. The achievement of results within India’s mortgage space
is subject to risks, uncertainties and even 21 Authum is attractively placed to
inaccurate assumptions. Should known or
capitalise on the securitisation
unknown risks or uncertainties materialise,
or should underlying assumptions prove opportunity
inaccurate, actual results could vary 22 At Authum, we have built a risk
materially from those anticipated, estimated
management discipline in our
or projected. Readers should kindly bear
this in mind. We undertake no obligation
underwriting business
to publicly update any forward-looking 24 Our Board of Directors
statements, whether as a result of new
information, future events or otherwise 26 Corporate Information
27 Director’s Report
45 Business Responsibility &
Sustainability Report
65 Management Discussion and
Analysis
70 Report on Corporate Governance
88 Standalone Financial Statements
131 Consolidated Financial Statements
BROADBASING
THE BUSINESS
At Authum, we made a decisive
shift in our business during the last
financial year.
We acquired businesses engaged
in affordable housing finance,
broadbasing our presence from
proprietary investment banking.
We believe that a sizable corpus
provided by our long-standing
business will represent a foundation
for scalable and sustainable growth
in our acquired business.
By complementing an attractive,
but erratic, business to a large
and scalable business is expected
to enhance value for all our
stakeholders in a sustainable way.
CO R P O R AT E S N A PS H OT

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

investor provided a wide companies headquartered in the city, enhancing


its research capability, sectorial understanding

exposure across sectors. and awareness of evolving business models

Our business
The Company reallocated Authum was promoted by Mrs. Alpana Dangi,

a part of its substantial who created a professional team possessing


a rich multi-sectorial and multi-company
investing gains towards understanding of more than two-and-a-
half decades in India’s capital markets and
acquiring existing businesses. investment banking.
Authum comprises a competent team of
The acquisitions have helped research-driven professionals who possess a

broadbase the company’s


rich experience in financial and capital markets.
The company’s research team is headed by

business from proprietary


experienced professionals.
Authum Investment & Infrastructure Ltd
investment to NBFC invested in publicly listed and unlisted
companies (providing growth capital), private
operations. equity investments, real estate investments and
debt instruments. The Company also engaged
This diversification is in structured financing, fixed returns portfolio,
secured lending and equity investments in
expected to create larger emerging companies.

and sustainable value for the


company’s stakeholders.
Investments
in listed Debt
/ unlisted investments
securities

Structured
Real estate
fixed return
investments
investments

2 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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

Annual Report 2022-23 | 3


How we have grown
over the years
(H Crore) (H Crore) (H Crore) (H Crore)
-10.52

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

Revenues Profit after tax EBITDA AUM

Definition Definition Definition Definition


Growth in revenues net of Profit earned during the year Earnings before the deduction Asset under management
taxes. after deducting all expenses of interest, depreciation, (AUM) is the sum of the market
and provisions. extraordinary items and tax. value for all of the investments
Why this is measured managed by a company.
It highlights the success of the Why this is measured Why this is measured
Company’s business process This highlights the strength It showcases the Company’s Why this is measured
and vision, translating into of the business model in ability to optimise operating A high AUM is a positive
revenues. enhancing shareholder value. costs, an index of its indicator of quality and
competitiveness. management experience.
Performance Performance
Aggregate revenue decreased The Company reported a 64% Performance Performance
by 59% to H374.22 Crore in degrowth in profit after tax in The Company’s EBITDA for The Company’s AUM for
FY 2022-23*. FY 2022-23. FY 2022-23 was H334.17 Cores, FY 2022-23 stood at H4,004.35
a 61% degrowth over the Crore, a 3% growth over the
previous financial year. previous financial year.
*The company is primarily engaged
in the business of investments
/ trading in shares & securities
which are subject to market risks
and the future profits/losses may
fluctuate depending upon factors
& forces affecting the securities
market. Hence results will not be
comparable periodically.

4 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

(%) (%) (x) (x)


-125

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

EBITDA margin RoCE Debt-equity ratio Interest cover

Definition Definition Definition Definition


EBITDA margin is a profitability It is a financial ratio that This is derived through the This is derived through the
index used to measure the measures a Company’s ratio of debt to net worth (less division of EBITDA by interest
effectiveness of a Company’s profitability and the efficiency revaluation reserves). outflow.
business model. with which its capital is
employed in the business. Why is this measured? Why we measure
Why is this measured? It is a measure of a Company’s Interest cover indicates the
The EBITDA margin provides an Why is this measured? financial solvency. Company’s comfort in servicing
idea of how much a Company RoCE is a useful metric for interest, the higher the better.
earns (before accounting for comparing profitability across Performance
interest and taxes) on each companies based on the The Company’s gearing Performance
rupee of earnings (expressed amount of capital they use – increased from 0.28x in The Company reported a
as a percentage). especially in capital-intensive FY 2021-22 to 0.32x in FY 2022- lower interest cover at 7.26x in
sectors. 23. FY 2022-23 compared to 28.86x
Performance in FY 2021-22.
The Company reported a 500 Performance
bps decrease in EBITDA margin The Company generated a
in FY 2022-23 on account of 1,302 bps degrowth in RoCE in
lower revenues. FY 2022-23 on account of lower
profits generated from the
investment portfolio business.

Annual Report 2022-23 | 5


OUR
ACQUISITION
STORY

6 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

Overview Capitalizing on a rich talent pool


In FY 2022-23, your company acquired the RCFL’s formidable workforce comprises over
assets of Reliance Housing Finance Limited 400 employees, a dynamic team of seasoned
(‘RHFL’) and acquired Reliance Commercial professionals from diverse disciplines such as
Finance Limited (‘RCFL’) as a wholly owned chartered accountants, MBA graduates, lawyers
subsidiary after emerging as the highest and Company Secretaries. This pool of talent
bidder. is guided by a management team that enjoys a
stellar reputation within the industry.
The company received a LOI dated June 19,
2021 and July 15, 2021 from ICA lenders of Capitalizing on a robust recovery team
Reliance Home Finance Limited and Reliance
Commercial Finance Limited in FY 2021-22. RCFL’s strengths lies in its robust recovery team
that oversees an impressive in-house standard
The acquisition was finally cleared by all and non-performing assets portfolio; it plays
regulatory bodies at the close of FY 2022-23. a pivotal role in collaborating with banks and
Pursuant to the above, RCFL became a wholly asset reconstruction companies to facilitate
owned subsidiary of the Company with effect the retrieval of their outstanding debts through
from October 14, 2022. The Company acquired securitization deals.
financial assets of RHFL on March 29, 2023.
Capitalizing on a strong branch network
This is the first Balance Sheet of the company
reflecting the impact of the acquisition. The acquisition has expanded the horizons
of your company. These strategic moves have
Capitalizing on a decade strong business granted substantial and comprehensive Pan-
platform India infrastructure access, empowering the
Company to establish a strong presence across
The strategic acquisition of RCFL and the
the entire nation. The combined capabilities
business transfer of RHFL have empowered
of these two entities have resulted in the
Authum with a valuable entry point in a robust
establishment of 22 strategically located
and well-established business platform. This
branches spanning every corner of the country.
platform boasts an array of strengths, including
This extensive branch network has not only
a robust IT infrastructure, wealth of human
bolstered the national footprint but also
resources expertise and streamlined processes.
empowered to provide improved access and
These realities not only offer an immediate
customised service to its diverse clientele.
advantage but also serve as a springboard
for the expansion of the Company’s existing
business lines and the exploration of new
avenues.

Annual Report 2022-23 | 7


Protected equity
portfolio

A completed acquisition
transaction

Proposed entry into


the affordable housing

WHAT WE
finance segment

PROMISED Strategic alignment in


line with the vision of the
new promoters

Extend our equity gains into


a sustainable business

Smooth control
transition

8 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

Grew the equity


portfolio 7%

We completed the
acquisition transaction

The new promoters


articulated their vision

WHAT WE
across the company

ACHIEVED The new management


entered the affordable
housing and commercial
finance segment

The promoters created a


second revenue engine

The company
achieved a smooth
managerial
transition

Annual Report 2022-23 | 9


FIRST PERSON

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

10 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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

Annual Report 2022-23 | 11


The best business
is one aligned with
India’s economic
direction

12 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

At Authum, a precious learning we built presenting complexity and opportunity


on – that played an important role in for India’s emerging distressed assets
our portfolio growth – was to invest in market.
sectors and companies aligned with
Six, much of the rural market remains
the national direction.
financially excluded in enhancing
We believe that this investing style home ownership.
is increasingly relevant: the Indian
Seven, a large proportion of the
government has announced a series of
financially excluded population
long-term policies that provide multi-
comprises individuals with small and
year sectorial clarity.
undocumented trades, whose incomes
The one sector where we see this cannot be verified.
clarity most visible is the Indian
Eight, contrary to the prevailing
financial sector. This sector aligns not
perception that this social group is
only with the national goal but also
financially unreliable, the reality is that
with the objectives of the companies.
this segment is credible.
There are a number of realities that
Nine, the vast under-addressed
make this space relevant.
population segment is not a reason
One, home ownership is still largely an to write it off, but an attractive
urban and semi-urban phenomenon, opportunity for the relatively few
which is yet to touch to rural India, players to deepen their presence.
providing this segment with a vast
At Authum, we are convinced that the
growth headroom.
affordable mortgage finance space is
Two, the Indian financial services a sunrise opportunity with a multi-
sector is poised for significant growth decade growth opportunity, catalysed
catalysed by increased incomes, by under-penetration in the first phase
stronger government emphasis on and market expansion in the next.
financial inclusion and the widespread
This represents the basis of why we
adoption of digital technologies.
feel that a transition from one business
Three, the Indian MSME and SME loan (portfolio investments) to another
segment enjoys substantial potential (mortgage finance) represents an
with a significant credit gap amounting inflection point in our existence.
to H25 Trillion while the total demand
This is expected to graduate our
of Indian MSMEs stands at H69.3 Trillion.
company from the volatile to the
Four, the emerging prospects of India’s stable; from the fleetingly profitable to
securitised pool market is a rising the interminably sustainable.
opportunity in the financial sector.
Through this strategy, we are poised to
Five, the shift set against the broadbase our business.
backdrop of declining non-performing
assets reaching multi-year lows are

Annual Report 2022-23 | 13


Our housing finance
business meets
global responsibility
benchmarks
We are aligned with the UN’s Sustainable Development Goals

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

Good health and well-being


While we do not address health and well-being directly,
we believe these to be positive outcomes in 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.

14 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

What makes us optimistic


of India’s mortgage
financing sector
Population growth Rise in nuclear families Higher bankruptcy recoveries
India surpassed China as the world’s According to Morgan Stanley, India’s During FY 2022-23, creditors, including
most populous country in 2023. average household size is expected banks, witnessed an increase in the
A growing population leads to an to reduce from 5.5 persons in 1991 realisation of bankruptcy resolution
increase in household demand to 4.5 persons by 2031. As a result, cases to 36% of the admitted claims
creating an enhanced lending nuclearisation is expected to drive the compared to 23% in the previous year,
opportunity. India’s working-age demand for affordable housing. despite a sharp rise in the number of
population is expected to grow to cases filed for insolvency resolution.
988.5 Million by 2036, catalyzing Improved affordability
affordable housing growth. Property prices grew a mere 2.8% Mortgage penetration
CAGR between December 2018 and As of 2022, India’s mortgage
Rising middle-class population December 2022. Improved affordability penetration was 11% of the GDP,
The share of the middle-class is expected to drive the growth of this lower than Asian economies (20-30%).
population with an annual household segment. However, with increased demand, it is
income of H5-30 Lakh is expected to expected that India would be able to
have doubled from 14% in FY 2004- Housing shortage double home loans to USD 600 Billion
05 to 31% in 2022. The middle-class As per a technical study by the by 2027.
population is expected to reach 63% Ministry of Housing and Urban
by 2047. Poverty Alleviation, the urban housing Growing urbanisation
shortage in India was estimated at India’s urban population is expected
Health awareness around 19 Million in 2022. This gap was to stand at 675 Million (accounting for
The Covid-19 pandemic has generated expected to widen to an estimated 38 43.2% of the country’s population) by
greater awareness related to safe and Million homes by 2030 on account of 2035. This is expected to lead to a rise
healthy housing, creating a greater a growing population and increased in housing and housing finance sector
emphasis on affordable housing. urbanisation. demand.
(Source: realtyplus.com, Financial Express, KPMG,
CRISIL Research, the hindu.com)

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

Annual Report 2022-23 | 15


What makes us
optimistic of the growth
in the securitised pool
Security-backed loans for risk Originators obtain funds for projects,
mitigation reducing capital risk in securitised
pools, while investors gain access to
The securitised loan pools have assets
a vast market of borrowers in a single
backed by immovable or movable
transaction.
securities. Acquiring such pools not
only reduces the risk of defaults
Optimal utilization of collection
during recovery but also offers a
safeguard to recover funds in the
team
event of defaulting loans. The securitisation arrangement
aligns advantageously with Authum’s
Robust collection team strengths on account of its sizable
Authum boasts a formidable collection team. This team not only
collection team comprising over 120 collects loans but also receives
experienced employees adept in service fees of 3-8% of the collected
handling non-performing asset (NPA) amount, enhancing the efficient
cases. This extensive team not only management of the portfolio.
cushions the acquisition of NPAs at
significant discounts but also brings
Access to pools
an expertise in managing cases under The securitised loan pools are often
IBC, Sarfaesi, restructuring and asset available at discounted prices,
liquidation to extract value from allowing investors to mitigate the
default cases. risks associated with such loans
while pursuing potentially rewarding
Growing demand and mutual opportunities.
benefits
The demand for securitised pools has
been on the rise, creating a win-win
scenario for originators and investors.

16 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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

Annual Report 2022-23 | 17


Our focus: From an
investment portfolio
to an enduring
institution
Overview over. There is a greater consensus
In the business of investments, that with these stimulus measures
the primary question is ‘Will value tapering and surplus cash being
endure?’ sucked out of the system, the world
could be at the start of an extended
The business is influenced by a range recession.
of variables – possibly the largest
complement that we have seen than The recession could erode investment
at any time in our careers – that values, affecting not just equities but
comprise foreign fund flows, global business, commodities and products
geopolitics, global interest rates, backing them.
armed conflict, terrorism, free trade As the world turns to safe-haven
agreements and tariff wars, among investing, there will be a premium
others. for seeking businesses relatively
We believe that this complement protected from the large sweep of the
of variables and uncertainties are global slowdown.
creating shorter windows in which to This is where Authum’s differentiated
generate disproportionate gains. perspective comes in.
One such window transpired in The company seeks to enter a space
the last two years following the where demand will exceed supply
commencement of the pandemic for years; the company intends to
lockdown and extended thereafter graduate from seeking safe proxies to
following economy-stimulus measures becoming one itself.
announced by governments the world

18 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

Why Authum will


continue to build its
equity investment
business
Overview Four, the Indian economy is being isation of companies (not more than
At Authum, we will continue to build driven by long-term policies across 10 investee companies as on March
our equity investment book in line virtually every sector, inspiring 31, 2023); it has demonstrated a
with our deep understanding of the investments (foreign and Indian) and preference for companies with low
markets and the unfolding India catalysing industrial growth. debt, free cash flows and with a stated
investment story. programme to repay all debt in three
Five, the Indian government continues
years.
Our optimism is based on various to focus on the Ease of Doing Business
realities. that makes it easier for entrepreneurs Besides, the company reported gains
to get into business and minimise of H240.20 Crore in FY 2022-23, which
One, the growth of India’s investing unproductive bureaucracy. was a creditable performance given a
market will be driven by a rapidly lateral market; the company booked
growing economy. The Indian Six, India’s investing universe
losses and exited some stocks that did
economy is likely to sustain GDP comprises hundreds of companies
not perform upto expectations.
growth higher than 6% per annum for (from small caps to mid-caps to
the next number of years, the only large caps) that represent the growth
instance of a major economy (save stories of tomorrow.
China) delivering sustained economic Seven, India’s investing universe is
outperformance. tightly regulated, enhancing global
Two, India is the fifth largest economy investing confidence in the sector’s
that is likely to become the third governance.
largest – valued at more than USD 5 At Authum, we possess a multi-
Trillion – by the end of the decade. decade investing experience. The
Three, a global geopolitical shift – company expects 2023 to 2025 to be
the US moving away from China – is a growth phase for the Indian equity
likely to benefit Indian companies and markets. The company has focused
their corresponding valuations; even on investments in renewable energy,
a small trade shift away from China engineered products and the B2C-
could emerge as the biggest catalyst
for the sustained growth of the Indian
economy.

Annual Report 2022-23 | 19


The securitisation
opportunity
within India’s
mortgage space
Overview on the other through securitization. Four, the profitability of the business
At Authum, we believe that the These companies negotiated the sale is based on the capacity to negotiate
affordable mortgage space comprises of defaulting loans (as classified by a – when purchasing loans at one
a number of overlooked niches. tight regulatory interpretation) that end with regular housing finance
These niches go deep, offer room helped minimise non-performing companies and closing a loan with a
for specialisation and can generate loans on their books, protecting their borrower at the other.
sustainable returns. credit rating. Most of these loans were
Five, collections and recovery warrant
sold at a fraction of their realizable
One such niche that we believe focus; they warrant the exercise
value.
has been largely overlooked is that of legal provisions and protracted
of securitization. We believe that At Authum, we perceive an negotiations; this competence
securitisation is a small part of the opportunity in this reality for the represents a competitive advantage
overall housing loan book that is following reasons. for those who specialise.
likely to grow faster than the overall One, distressed asset investments At Authum, we are focusing on this
home loan book growth across the are alluring to astute investors due to challenging end of the sector with the
foreseeable future. their inherent potential of significant objective of deepening a recall that ‘If
The principal reason for the projected returns through ‘buy low-sell high’ you have sticky loans, it would be best
growth in securitization deals is a strategies. to sell to Authum for reasons of speed
deepening regulatory scrutiny of and convenience.’
Two, the Indian distressed assets
loan book quality. This priority has market presents a burgeoning
been emphasised following the opportunity as the economy continues
pandemic, which temporarily affected to evolve. The potential for investing
the capacity of borrowers to repay in assets at lower valuations, coupled
in full and on schedule. In turn, this with their potential for appreciation,
affected for a period of time the loan makes it an attractive venture.
book quality of lending companies,
weakening their credit rating (and Three, a focus on collections and
the possibility of mobilising low-cost recovery provides the company
loans). with an insight into customer
creditworthiness, which could prove
The result is that various housing business-strengthening when the
finance companies responded to a company’s business model extends to
tight regulatory control on the one disbursements.
hand and weakening loan book quality

20 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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

Annual Report 2022-23 | 21


At Authum, we have
built a risk management
discipline in our
underwriting business
Overview Four, the company focuses on buying Seven, the company focused on the
At Authum we are building our out loan portfolios at a cost that buyout of retail assets (generally
underwriting business around a is extensively discounted against never larger than H1 Crore), protecting
framework of risk comprehension, the dollar, its margin of safety. This the company from the risk of investing
disciplined risk mitigation. procurement competence is derived in large wholesale loans where a few
from an understanding of assets, errors could set the company back.
This discipline has been influenced by terrains, case histories and cultures.
the following realities. Eight, each challenged loan was
Five, the company brought loan individually addressed – as opposed
One, we believe that default loans portfolios of relatively moderate sizes to an IT system-driven approach –
procurement and settlement are – and small individual loan amounts that reflected the management’s
an art; while there will be errors within the large portfolio – with the seriousness of intent.
of judgement, the objective is objective to ring-fence underwriting
to minimise them by passing an Through this discipline, the company
mismatches or errors.
underwriting decision through focused on generating 18% IRR,
different screening filters Six, the company has selected to an adequate surplus for onward
grow its underwriting business reinvestment.
Two, the company is engaged without additional cash infusions.
in aggregating a repository of The acquisition of RHFL and RCFL
experiences that is helping build with impaired loan books provided
processes around responsible the company with a wide test bed
settlement and bring an impaired of experiences. When the loans are
asset back to book value. progressively settled, their proceeds
Three, the company has created will be redeployed into buying
a team to engage actively with additional distressed loan pools;
defaulters, impressing upon them the when these are settled, the proceeds
long-term advantage of an unimpaired will be similarly redeployed, creating a
CIBIL score virtuous cycle.

22 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

The story of our


two different
businesses – now
in one company
Equity investments Affording home financing Commercial finance
Riding the India growth story Fastest growing home financing Dynamic landscape of modern
segment finance
Possibility of making outsized
gains Rides on government policy Multiple financial products
support under a roof
Liquid business
Seemingly unlimited market Driving force behind economic
Investing with focused growth
discipline Addressing the largest market
bulge Boom for small and medium-
Balancing liquidity and sized enterprises (SMEs) to
appreciation needs De-risked approach; flourish
sustainable returns potential

Annual Report 2022-23 | 23


Our Board
of Directors

Alpana Dangi Sanjay Dangi Amit K Dangi


DIN: 01506529 DIN: 00012833 DIN: 06527044
Date of Birth: October 29, Date of Birth: June 4, 1970 Date of Birth: January 30,
1972 1991
Qualification: Chartered
Qualification: Bachelor of Accountant Qualification: Chartered
Commerce Accountant
Designation: Non-Executive
Designation: Non-Executive Non-Independent Director Designation: Whole-Time
Non-Independent Director Director
Occupation: Business
Occupation: Business Occupation: Business
Term: w.e.f. April 21, 2021
Term: W.e.f. September 30, and liable to retire by Term: For a period of five
2020 and liable to retire by rotation. years from June 29, 2020,
rotation. liable to retire by rotation.
Nationality: Indian
Nationality: Indian Nationality: Indian
Experience: more than 26
Experience: 26 years years Experience: 10 years
Director: Nil Director Director
Designated Partner: Altura ƒ Mentor Capital Limited ƒ Reliance Commercial
Capital Advisors LLP Finance Limited
ƒ Reliance Commercial
Finance Limited ƒ Berix Bearing Private
Limited (formerly known
ƒ Berix Bearing Private
as SRCT Globex Private
Limited (formerly known
Limited)
as SRCT Globex Private
Limited) ƒ Uniworld Entertainment
Private Limited
Designated Partner:
Uniworld Being Talented
(UBT) LLP

24 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

Vimal Ajmera Bhaviika Bharatkumar Jain Haridas Bhat Rahul Bagaria


DIN: 07011895 DIN: 08738884 DIN: 09691308 DIN: 06611268
Date of Birth: July 6, 1974 Date of Birth: April 8, 1990 Date of Birth: May 10, 1962 Date of Birth: August 16,
1989
Qualification: Chartered Qualification: Company Qualification: Chartered
Accountant Secretary Accountant Qualification: Chartered
Accountant and Certified
Designation: Independent Designation: Independent Designation: Independent
Forensic Accounting &
Director Director Director
Fraud Detection Auditor
Occupation: Professional Occupation: Professional Occupation: Professional
Designation: Independent
Term: For a period of five Term: For a period of five
Term: For a period of five Director
years from September 30, years from May 20, 2020,
years from August 1, 2022,
2019, not liable to retire by not liable to retire by Occupation: Professional
not liable to retire by
rotation rotation
rotation Term: For a period of five
Nationality: Indian Nationality: Indian years from August 1, 2022,
Nationality: Indian
not liable to retire by
Experience: more than 17 Experience: 10 years
Experience: over 37 years rotation
years
Director Director: Nil Nationality: Indian
ƒ Reliance Commercial
Finance Limited Experience: over 11 years

ƒ Maharashtra Safe Director


Chemists and Distributors ƒ Reliance Commercial
Alliance Limited Finance Limited
ƒ India Pesticides Limited
Designated Partner:
Bagaria & Co. LLP

Annual Report 2022-23 | 25


Corporate Information
COMPOSITION OF BOARD & KEY MANAGERIAL PERSONNEL
Mr. Amit Dangi - Whole Time Director
Mrs. Alpana Dangi - Non-Executive Non-Independent Director
Mr. Sanjay Dangi - Non-Executive Non-Independent Director
Mr. Vimal Ajmera - Independent Director
Ms. Bhavika Jain - Independent Director
Mr. Sanjiv Swarup - Independent Director (resigned w.e.f. August 1, 2022)
Mr. Rahul Bagaria - Independent Director (appointed w.e.f. August 1, 2022)
Mr. Haridas Bhat - Independent Director (appointed w.e.f. August 1, 2022)
Mr. Deepak Dhingra - Chief Financial Officer (appointed w.e.f. March 10, 2023)
Mr. Hitesh Vora - Company Secretary and Compliance Officer

PRINCIPAL BANKER REGISTERED OFFICE ADDRESS


HDFC Bank Limited 707, Raheja Centre, Free Press Journal Road, Nariman Point,
Axis Bank Limited Mumbai - 400021
Phone No.: (022) 67472117
STATUTORY AUDITORS Web Address: www.authum.com, Email ID: [email protected]
M/s. H. R. Agarwal & Associates, Chartered Accountants
219-C, Old China Bazar Street, CORPORATE IDENTIFICATION NUMBER
1st Floor, Room No. B-6, Kolkata – 700 001. L51109MH1982PLC319008

SECRETARIAL AUDITORS LISTING


M/s. Mayank Arora and Co., Practicing Company Secretaries Bombay Stock Exchange Limited
Office no. 101, 1st Floor, Udyog Bhavan, Sonawala Road The Calcutta Stock Exchange Limited
Goregaon East, Mumbai – 400 063.
WEBSITE
REGISTRAR & SHARE TRANSFER AGENTS www.authum.com
Maheshwari Datamatics Private Limited.
SUBSIDIARY COMPANY
23, R.N. Mukherjee Road, 5th Floor, Kolkata - 700001
Ph. No.:(033) 2248-2248. Reliance Commercial Finance Limited w.e.f. October 14, 2022

26 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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

OPERATIONS Further, the Company through its wholly owned subsidiary


During the year under review, Company made a profit of viz. RCFL has acquired Business Undertaking of Reliance
Rs. 240.20/- Crores as compared to a profit of Rs. 668.74/- Home Finance Limited (‘RHFL’) on a slump sale and going
Crores. The Management is very positive and looking forward concern basis pursuant to the approved Resolution Plan of
for better performance in future. The Company remains RHFL being conducted by the Financial Creditors of RHFL
confident of a sound growth trajectory in FY 2024. in terms of RBI Circular No. RBI/2018-19/ 203, DBR.No.BP.
BC.45/21.04.048/2018-19 dated June 7, 2019 on Prudential
Detailed information on the operations of the Company and Framework for Resolution of Stressed Assets and the order
details on the state of affairs of the Company are covered in of Hon’ble Supreme Court of India dated March 3, 2023.
the Management Discussion and Analysis Report.
During the year under review the Company has acquired DIVIDEND & APPROPRIATIONS
Reliance Commercial Finance Limited (“RCFL”) as certain The Board of Directors has decided not to recommend any
Lenders of the Company (Banks and other Financial dividend for the year ended March 31, 2023.
Institutions) have entered into an Inter-Creditor Agreement
(ICA) for arriving at the debt resolution plan in accordance APPROPRIATIONS
with the circular dated June 7, 2019 issued by the Reserve
Under section 45-IC(1) of Reserve Bank of India ('RBI') Act,
Bank of India on Prudential Framework for Resolution of
1934, non-banking financial companies ('NBFCs') are required
Stressed Assets. Lenders have selected Authum Investment
to transfer a sum not less than 20% of its net profit every
and Infrastructure Limited as the successful Bidder to acquire
year to reserve fund before declaration of any dividend, if
the Company and / or all its assets through a competitive
any. Accordingly, the Company has transferred a sum of Rs.
bidding process after several rounds of negotiations between
48.04/- Crores to its reserve fund. The closing balance of the
the bidders and the Lenders. Hon’ble Supreme Court of
reserves and surplus of the Company for F.Y. 2022-23, after
India by the order dated August 30, 2022 has approved the
all appropriation and adjustments was Rs. 2974.03/- Crores.
Resolution Plan and Company along with its Lenders and
successful Resolution Applicant has executed the Resolution
Plan. CHANGE IN SHARE CAPITAL
During the Financial year, there has been no change in the
Pursuant to the above, Reliance Commercial Finance Limited issued, subscribed and paid-up capital of the Company. The
is a Wholly Owned Subsidiary of Authum w.e.f. October 14, Company has also not carried out any buy back of its equity
2022. shares during the year under review.

Annual Report 2022-23 | 27


Further, the Company has not issued any equity capital Pursuant to the above, Reliance Commercial Finance Limited
during the year under review and has also not issued any is a Wholly Owned Subsidiary of Authum Investment &
shares with differential voting rights, nor granted any stock Infrastructure Limited.
options or sweat equity, at any time during the year under
RCFL is registered as an NBFC with the Reserve Bank of
review.
India. In terms of Regulation 16 (1) (c) of the SEBI Listing
Regulations, RCFL is a wholly owned subsidiary.
NON-CONVERTIBLE REDEEMABLE PREFERENCE SHARES
As on March 31, 2023, the total outstanding Non-Convertible PARTICULARS OF LOANS GRANTED, GUARANTEE
Redeemable Preference Shares (RPS) issued and allotted on PROVIDED AND INVESTMENTS MADE PURSUANT TO
private placement basis stands at Rs. 202.00 Crores divided
THE PROVISIONS OF SECTION 186 OF THE COMPANIES
into 4,04,00,000 Preference Shares of Face Value Rs. 10/-
each. ACT, 2013
The Company, being an NBFC registered with the RBI and
PUBLIC DEPOSITS engaged in the business of giving loans in ordinary course of
its business, is exempt from complying with the provisions of
The Company did not hold any public deposits at the
section 186 of the Act with respect to loans, guarantees and
beginning of the year nor has it accepted any Public Deposits
investments. Accordingly, the Company is exempted from
during the year under review.
complying with the requirements to disclose in the financial
statement the full particulars of the loans given, investment
SUBSIDIARY COMPANIES AND CONSOLIDATED made or guarantee given or security provided.
FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company EXTRACT OF ANNUAL RETURN
form part of the Annual Report. The annual accounts of A copy of the Annual Return as provided under section 92(3)
the subsidiary company and related detailed information of the Act, in the prescribed form, which will be filed with the
are available on the website of the Company and the same Registrar of Companies/MCA, is hosted on the Company’s
may be obtained by writing to the Company Secretary at the website and can be accessed at www.authum.com.
registered e-mail ID of the Company i.e. [email protected].
During the year under review, Authum has acquired new RELATED PARTY TRANSACTIONS
subsidiary i.e. M/s. Reliance Commercial Finance Limited In line with the requirements of the Companies Act 2013,
(“RCFL”). The consolidated financial results reflect the Securities and Exchange Board of India (Listing Obligations
operations of RCFL too. and Disclosure Requirements) Regulations, 2015 (the ‘Listing
The Company has adopted a Policy for determining Material Regulations’), Master Direction - Non-Banking Financial
Subsidiaries in terms of Regulation 16(1)(c) of the SEBI (Listing Company - Systemically Important Non-Deposit taking
Obligations and Disclosure Requirements) Regulations, 2015 Company and Deposit taking Company (Reserve Bank)
(“SEBI Listing Regulations’’). The Policy, as approved by the Directions, 2016, your Company has formulated a Policy on
Board, is uploaded on the Company’s website: https://www. Related Party Transactions which is available on Company’s
authum.com/financial-info.html. website at www.authum.com. This Policy deals with the
review and approval of related party transactions. The
Subsidiary Company Board of Directors of the Company has approved the criteria
for giving the omnibus approval by the Audit Committee
During the year under review the Company has acquired
within the overall framework of the Policy on Related Party
Reliance Commercial Finance Limited (“RCFL”) as certain
Transactions.
Lenders of the Company (Banks and other Financial
Institutions) have entered into an Inter-Creditor Agreement Pursuant to Regulation 23 of the Listing Regulations, all
(ICA) for arriving at the debt resolution plan in accordance related party transactions were placed before the Audit
with the circular dated June 7, 2019 issued by the Reserve Committee on a quarterly basis for their review and approval.
Bank of India on Prudential Framework for Resolution of
Stressed Assets. Lenders have selected Authum Investment Further, the Policy on materiality of Related Party Transactions
and Infrastructure Limited as the successful Bidder to acquire is available on the website of the Company at www.authum.
the Company and / or all its assets through a competitive com.
bidding process after several rounds of negotiations Particulars of contracts or arrangements with related parties
between the bidders and the Lenders. Hon’ble Supreme referred to in Section 188(1) of the Companies Act, 2013 in
Court of India by the order dated August 30, 2022 has the prescribed Form AOC-2, is appended as Annexure I to the
approved the Resolution Plan and Company along with its Board’s report.
Lenders and successful Resolution Applicant has executed
the Resolution Plan.

28 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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.

Annual Report 2022-23 | 29


PERFORMANCE EVALUATION and procedures provide for adequate checks and balances
Pursuant to the provisions of Section 134(3), 149(8) and and are meant to ensure that all transactions are authorized,
Schedule IV of the Companies Act, 2013 read with SEBI recorded and reported correctly.
Listing Regulations, Annual Performance Evaluation of the The Internal Auditor reviews the efficiency and effectiveness
Board, the Directors as well as Committees of the Board of these systems and procedures. The Internal Auditor
has been carried out. The performance evaluation of all the submits his Report which is placed before the Audit
Directors and the Board as a whole was conducted based on Committee.
the criteria and framework adopted by the Board, details of
which are provided in the Corporate Governance Report. The A combination of these systems enables your Company
properly defined and systematically structured questionnaire to maintain a robust design of controls and its operating
was prepared after having considered various aspects and effectiveness is ensured through periodical internal checks
benchmarks of the Board’s functioning, composition of the and audit.
Board and its Committees, performance of specific duties,
obligations and governance. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
AND ITS REPORT
DIRECTORS RESPONSIBILITY STATEMENT The Company recognizes the responsibilities towards society
Based on the framework of internal financial controls and and strongly intends to contribute towards development of
compliance systems established and maintained by the knowledge based economy.
Company, and the reviews performed by Management In accordance with the requirements of the provisions
and the relevant Board Committees, including the Audit of Section 135 of the Act, the Company has constituted a
Committee, the Board is of the opinion that the Company’s Corporate Social Responsibility (“CSR”) Committee. The
internal financial controls were adequate and effective composition and terms of reference of the CSR Committee
during the financial year 2022-23. is provided in the Corporate Governance Report forming part
Accordingly, pursuant to Section 134(3)(c) and 134(5) of the of this Annual Report.
Companies Act, 2013, the Board of Directors, to the best of The Company has also formulated a CSR Policy which is
their knowledge and ability, confirm that: available on the website of the Company at https://www.
1. in the preparation of the annual accounts, the applicable authum.com/financial-info.html. Further, the detailed CSR
accounting standards have been followed along with initiatives undertaken by the Company are available at
proper explanation relating to material departures, if https://www.authum.com/financial-info.html.
any; The CSR obligation of the Company for Financial Year 2022-
2. the Directors have selected such accounting policies 23 is Rs. 6,45,23,772/-. As on March 31, 2023, total amount
and applied them consistently and made judgments spent on CSR activities by Company is Rs. 3,89,00,000/-.
and estimates that are reasonable and prudent so as As per section 135 of the Act read with Companies
to give a true and fair view of the state of affairs of the (Corporate Social Responsibility) Rules, 2014, as amended,
Company at the end of the financial year and of the the Company is required to transfer any unspent amount,
profit of the Company for the year under review; pursuant to any ongoing project undertaken by the Company
3. the Directors have taken proper and sufficient care for in pursuance of its Corporate Social Responsibility Policy,
the maintenance of adequate accounting records in within a period of thirty days from the end of the financial
accordance with the provisions of the Companies Act year to a special account opened by the Company in that
for safeguarding the assets of the Company and for behalf for that financial year in any scheduled bank called
preventing and detecting fraud and other irregularities; Unspent Corporate Social Responsibility Account.

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.

30 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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.

Annual Report 2022-23 | 31


DISCLOSURE ON NOMINATION AND REMUNERATION (A) Conservation of Energy and Technology Absorption:
COMMITTEE AND NOMINATION AND The Company has no activity relating to Conservation of
REMUNERATION POLICY Energy and Technology Absorption as stipulated in Rule
The Nomination and Remuneration Committee as on March 8(3) of Companies (Accounts) Rules, 2014.
31, 2023 comprises of the following:
(B) Foreign Exchange Earnings & Outgo
Mr. Rahul Bagaria - Chairman and Non Executive Independent During the year under review, the Company did not have
Director, Mr. Vimal Ajmera – Non Executive Independent any Foreign Exchange Earnings or Outgo.
Director and Mrs. Alpana Dangi – Non Executive Non
Independent Director as members of the Committee.
CEO & CFO CERTIFICATION
The Board has on the recommendation of the Nomination A Certificate of the CEO and CFO of the Company in terms
& Remuneration Committee framed a policy for selection of Regulation 17(8) of the Listing Regulations is annexed to
and appointment of Directors, Senior Management and this report.
their remuneration. The Remuneration Policy is stated in the
Corporate Governance Report. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
RISK MANAGEMENT
AND REDRESSAL) ACT, 2013
The Company has adopted a Risk Management Policy in
The Company has in place an Anti Sexual Harassment Policy
accordance with the provisions of the Act and Regulation
in line with the requirements of the Sexual Harassment
17(9) of the Listing Regulations. It establishes various levels
of Women at the Workplace (Prevention, Prohibition &
of risks with its varying levels of probability, the likely impact
Redressal) Act, 2013. Internal Complaints Committee (ICC)
on the business and its mitigation measures.
has been set up to redress complaints received regarding
The Risk Management Committee as on March 31, 2023 sexual harassment. All employees (permanent, contractual,
comprises of the following: temporary, trainees) are covered under this policy.
Mr. Amit Dangi – Chairman and Executive Director, Mr. Sanjay The following is a summary of sexual harassment complaints
Dangi – Non Executive Non Independent Director and received and disposed off during the FY 2022- 23
Mr. Haridas Bhat - Non Executive Independent Director as
ƒ No. of complaints received: Nil
members of the Committee.
ƒ No. of complaints disposed off: Nil
The Audit committee facilitates the execution of Risk
Management Practices in the Company, in the areas of
risk identification, assessment, monitoring, mitigation and RBI COMPLIANCES
reporting. The Company is registered as a non-deposit accepting
systemically important NBFC. The Company has complied
WHISTLE BLOWER/VIGIL MECHANISM with and continues to comply with all applicable laws, rules,
circulars and regulations, including the RBI Directions.
The Company has formulated a codified Vigil Mechanism
Policy incorporating the provisions relating to Vigil During FY 2022-23, there were no frauds committed by the
Mechanism in terms of Section 177 of the Companies Act, Company and no material frauds committed on the Company
2013 and Regulation 22 of the Listing Regulations, in order by its officers or employees.
to encourage Directors and Employees of the Company to
escalate to the level of the Audit Committee any issue of OTHER DISCLOSURES AND INFORMATION
concerns impacting and compromising with the interest of
the Company and its stakeholders in anyway. The Company a) Significant and Material Orders passed by
is committed to adhere to highest possible standards any Authorities
of ethical, moral and legal business conduct and to open There are no significant or material orders passed by
communication and to provide necessary safeguards for the Regulators or Courts or Tribunals which impacts
protection of employees from reprisals or victimization, for the going concern status of the Company and its future
whistle blowing in good faith. During the year under review, operations.
the Company amended the Whistle Blower Policy to provide
a clause wherein all employees of the Company are eligible b) Material Changes and Commitments affecting financial
to report any instance of leak of Unpublished Price Sensitive position of the Company
Information. The said Policy is available on the Company’s
During the year under review the Company has acquired
website www.authum.com.
Reliance Commercial Finance Limited (“RCFL”) as certain
Employees of the Company are required to undergo Lenders of the Company (Banks and other Financial
mandatory online learning module on Code of Conduct Institutions) have entered into an Inter-Creditor
including Whistle Blower Policy and affirm that they have Agreement (ICA) for arriving at the debt resolution plan
understood and are aware of vital aspects of the policy. in accordance with the circular dated June 7, 2019 issued
by the Reserve Bank of India on Prudential Framework
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, for Resolution of Stressed Assets. Lenders have selected
FOREIGN EXCHANGE EARNINGS AND OUTGO Authum Investment and Infrastructure Limited as the
successful Bidder to acquire the Company and / or all

32 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

its assets through a competitive bidding process after APPRECIATION


several rounds of negotiations between the bidders and Your Company has been able to perform better with the
the Lenders. Hon’ble Supreme Court of India by the order continuous improvement in all functions and areas which
dated August 30, 2022 has approved the Resolution coupled with an efficient utilization of the Company’s
Plan and Company along with its Lenders and successful resources led to sustainable and profitable growth of the
Resolution Applicant has executed the Resolution Plan. Organization. Your Directors express their deep sense of
Pursuant to the above, Reliance Commercial Finance appreciation and extend their sincere thanks to every
Limited is a Wholly Owned Subsidiary of Authum w.e.f. employee and associates for their dedicated and sustained
October 14, 2022. contribution and they look forward the continuance of the
same in future.
Further, the Company through its wholly owned
subsidiary viz. RCFL has acquired Business Undertaking
ACKNOWLEDGEMENTS
of Reliance Home Finance Limited (‘RHFL’) on a slump
sale and going concern basis pursuant to the approved The Directors would like to place on record their gratitude
Resolution Plan of RHFL being conducted by the Financial for the valuable guidance and support received from the
Creditors of RHFL in terms of RBI Circular No. RBI/2018- Reserve Bank of India, the Securities and Exchange Board
19/ 203, DBR.No.BP.BC.45/21.04.048/2018-19 dated of India, the Registrar of Companies, and other government
June 7, 2019 on Prudential Framework for Resolution of and regulatory agencies and to convey their appreciation
Stressed Assets and the order of Hon’ble Supreme Court to the Members, bankers, lenders, vendors and all other
of India dated March 3, 2023. business associates for the continuous support given by
them to the Company. The Directors also place on record
their appreciation of all the employees of the Company for
their commitment, commendable efforts, team work and
professionalism.

For and on behalf of the Board of Director

Amit Dangi Sanjay Dangi


Place: Mumbai Whole Time Director Director
Date: August 4, 2023 DIN: 06527044 DIN: 00012833

Annual Report 2022-23 | 33


Annexure - I

FORM NO. AOC -2


(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

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.

1. Details of contracts or arrangements or transactions not at arm’s length basis


There were no contracts or arrangements or transactions entered into during the year ended March 31, 2023, which were
not at arm’s length basis.

2. Details of contracts or arrangements or transactions at arm’s length basis

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

For and on behalf of the Board of Director

Amit Dangi Sanjay Dangi


Place: Mumbai Whole Time Director Director
Date: August 4, 2023 DIN: 06527044 DIN: 00012833

34 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

Annexure - II

Dividend Distribution Policy

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;

Annual Report 2022-23 | 35


3. Liquidity position, aggregate Debt of the Company, 6. Utilisation of retained earnings
debt service coverage position, etc;
Subject to applicable regulations, the Company’s
4. Loan repayment and Working capital requirements; retained earnings shall be applied for:
5. Capital expenditure requirements; 1. Funding inorganic and organic growth needs
including working capital, capital expenditure,
6. Resources required for funding acquisitions,
repayment of debt, etc.
mergers and / or new businesses;
2. Buyback of shares subject to applicable limits
7. Cash flow required for meeting tax demands and
other contingencies; 3. Payment of Dividend in future years
8. Regulatory (and growth requirement of) Capital 4. Issue of Bonus shares
Adequacy;
5. Any other permissible purpose
9. Regulatory (and growth requirement of) Solvency;
10. Trend of dividends paid in the past years; 7. General
1. This Policy would be subject to revision/amendment
11. Any windfall, extra-ordinary or abnormal gains in accordance with the guidelines as may be issued
made by the Company and by Ministry of Corporate Affairs, Securities Exchange
12. Any other factor not explicitly covered above but Board of India or such other regulatory authority as
which is likely to have a significant impact on the may be authorized, from time to time, on the subject
Company. matter.
2. The Company reserves its right to alter, modify, add,
External Factors:
delete or amend any of the provisions of this policy.
1. Prevailing legal requirements, regulatory restrictions
laid down under the applicable laws including tax 3. In case of any amendment(s), clarification(s),
laws and changes made in accounting standards; circular(s), etc. issued by the relevant authorities,
not being consistent with the provisions laid
2. Dividend pay-out ratios of companies in the same down under this policy, then such amendment(s),
industry. clarification(s), circular(s), etc. shall prevail upon
3. Any other factor that has a significant influence the provisions hereunder and this policy shall stand
/ impact on the Company’s working / financial amended accordingly from the effective date as laid
position of the Company. down under such amendment(s), clarification(s),
circular(s), etc.

36 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

Annexure -III

Annual Report on Corporate Social Responsibility (CSR) Activities

1. Brief outline on CSR Policy of the Company:


Authum Investment & Infrastructure Limited (“AIIL" or "Company") believes in a philosophy of Share, Care, Urge, Advance
& Build adopting sustainable business practices which are beneficial to the various stakeholders including the society.
Through its corporate values, AIIL constantly endeavours to actively contribute to the social and economic development of
the communities in which it operates.
To further the Company’s CSR philosophy, a formal policy on CSR is being formulated to align its practices with requirements
of Companies Act, 2013 and rules made thereunder.
2. Composition of CSR Committee:

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.

Annual Report 2022-23 | 37


(b) Details of CSR amount spent against ongoing projects for the financial year:
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
Sl. Name of the Item from Local Location of the Project Amount Amount Amount Mode of Mode of
No. Project the list of area project duration allocated for spent in transferred Implementation Implementation
activities (Yes/ the project the current to Unspent - Direct (Yes/No) - Through
in No) (in Rs.) financial CSR Account Implementing
Schedule Year for the Agency
VII to the State District (in Rs.) project as Name CSR
Act per Section Registration
135(6) number
(in Rs.)
1. Parmarth Seva Yes Yes Mumbai, F.Y. 11,00,000 11,00,000 Nil Yes N.A. -
Samithi Maharashtra 2022-23
2. Parmarth Seva Yes Yes Mumbai, F.Y. 11,00,000 11,00,000 Nil Yes N.A. -
Samithi Maharashtra 2022-23
3. Shree Aakhil Yes No Raipur, F.Y. 50,000 50,000 Nil Yes N.A. -
Bharat Varshiya Chhattisgarh 2022-23
Sadhu Margiya
Shant Kranti Jain
Shrawak Sang
4 Welspun Yes No Kutch, Gujarat F.Y. 75,00,000 75,00,000 Nil Yes N.A.
Foundation 2022-23
for Health &
Knowledge
5 Sevah Samiti Yes Yes Mumbai, F.Y. 1,00,00,000 1,00,00,000 Nil Yes N.A.
Foundation Maharashtra 2022-23
6 Shri Mata Vaishno Yes Yes Mumbai, F.Y. 2,00,00,000 2,00,00,000 Nil Yes N.A.
Devi Shrine Maharashtra 2022-23
Total 3,89,00,000 3,89,00,000

(c) Details of CSR amount spent against other than ongoing projects for the financial year:

(1) (2) (3) (4) (5) (6) (7) (8)


Sl. Name of the Item from Local area Location of the Amount spent Mode of Mode of implementation
No Project the list of (Yes/ No) project for the project implementation - - Through implementing
activities in (in Rs.) Direct (Yes/No) agency
schedule VII State District Name CSR
to the Act registration
number
1. Parmarth Seva Yes Yes Mumbai, 9,06,839 Yes NA -
Samithi Maharashtra
2. Patanjali Yes No Haridwar, 2,50,000 Yes NA -
Yogpeeth Trust Uttarakhand
3. Iskon Yes Yes Mumbai, 10,00,000 Yes NA -
Maharashtra
4. JITO Education Yes Yes Mumbai, 3,00,000 Yes NA -
Assistance Maharashtra
5. R K HIV AIDS Yes Yes Mumbai, 75,00,000 Yes NA -
Research & Care Maharashtra
Total 99,56,839

(d) Amount spent in Administrative Overheads – N.A.


(e) Amount spent on Impact Assessment, if applicable – N.A.
(f) Total amount spent for the Financial Year (8b+8c+8d+8e) – Rs. 4,88,56,839/-
(g) Excess amount for set off, if any

Sl. No Particular Amount (in Rs.)


(i) Two percent of average net profit of the company as per section 135(5) 6,45,23,772
(ii) Total amount spent for the Financial Year 6,39,00,000
(iii) Excess amount spent for the financial year [(ii)-(i)] 23,11,419
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous 29,35,191
financial years, if any
(v) Amount available for set off in succeeding financial years [(iii)-(iv)] 23,11,419

38 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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):

(1) (2) (3) (4) (5) (6) (7) (8) (9)


Sl. Project ID Name of Financial Year Project Total amount Amount Cumulative Status of
No. the Project in which the duration allocated for spent on the amount spent the project -
project was the project project in at the end Completed /
commenced (in Rs) the reporting of reporting Ongoing
Financial Year Financial Year
(in Rs) (in Rs.)
1
2
3
4
5
6

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.

Annual Report 2022-23 | 39


Annexure IV

Remuneration details under Rule 5(1) of the Companies


(Appointment and Remuneration of Managerial Personnel) Rules,
2014, as amended for the financial year ended March 31, 2023

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

Notes for Sr. No.:


6 & 7. Mr. Haridas Bhat and Mr. Rahul Bagaria were appointed as Independent Director w.e.f. August 1, 2022.
8. Mr. Sanjiv Swarup ceased to be an Independent Director of the Company w.e.f. August 1, 2022.
9. Mr. Amit Dangi ceased to be Chief Financial Officer of the Company w.e.f. March 10, 2023.
10. Mr. Deepak Dhingra was appointed as Chief Financial Officer of the Company w.e.f. March 10, 2023.
Remuneration to Independent Directors does not include sitting fee paid to them for attending Board and/or Committee
meetings. The Non-Executive, Non-Independent Directors did not receive any remuneration from the Company.
I. In the Financial Year 2022-23, there was an increase of 29.67% in the median remuneration of the employees.
II. There were 18 permanent employees on the role of Company as on March 31, 2023.
III. For employees other than Managerial Personnel who were in employment for whole of the Financial Year 2021-22 and
Financial Year 2022-23, the average increase in the remuneration was 12.83%. The average increase in remuneration for
Managerial Personnel in Financial year 2022-23 was 4.47%.
IV. It is hereby affirmed that the remuneration paid to the Directors, Key Managerial Personnel and employees is as per the
Remuneration policy of the Company.

For and on behalf of the Board of Director

Amit Dangi Sanjay Dangi


Place: Mumbai Whole Time Director Director
Date: August 4, 2023 DIN: 06527044 DIN: 00012833

40 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

Annexure V

FORM NO. MR-3


[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2023

To, b. The Securities and Exchange Board of India


The Members, (Prohibition of Insider Trading) Regulations, 2015;
Authum Investment & Infrastructure Limited
c. The Securities and Exchange Board of India
707, Raheja Centre, Free Press Journal Road,
(Issue of Capital and Disclosure Requirements)
Nariman Point, Mumbai- 400021
Regulations, 2018
We have conducted the secretarial audit of the compliance d. The Securities and Exchange Board of India
of applicable statutory provisions and the adherence to good (Employee Stock Option Scheme and Employee
corporate governance practice by M/s. AUTHUM INVESTMENT Stock Purchase Scheme) Regulations, 2009, and
& INFRASTRUCTURE LIMITED (hereinafter called “the The Securities and Exchange Board of India (Share
Company”). Secretarial Audit was conducted in a manner Based Employee Benefits) Regulations, 2021 (not
that provided us a reasonable basis for evaluating the applicable to the Company during the Audit period);
corporate conducts / statutory compliances and expressing
e. The Securities and Exchange Board of India (Issue
our opinion thereon.
and Listing of Debt Securities) Regulations, 2008
Based on my verification of the Company, books, papers, (not applicable to the Company during the Audit
minute books, forms and returns filed and other records period);
maintained by the Company and also the information
f. The Securities and Exchange Board of India
provided by the Company, its officers, agents and authorized
(Registrar to an Issue and Share Transfer Agents)
representatives during the conduct of Secretarial Audit and
Regulations, 1993
subject to letter annexed herewith, We hereby report that
in my opinion, the Company has, during the audit period g. The Securities and Exchange Board of India (Delisting
covering the financial year ended on March, 2023, complied of Equity Shares) Regulations, 2009 (not applicable
with the applicable statutory provisions listed hereunder to the Company during the Audit period); and
and also that the Company has proper Board processes and
h. The Securities and Exchange Board of India (Buyback
compliance mechanism in place to the extent, in the manner
of Securities) Regulations, 2018 (not applicable to
and subject to the reporting made hereinafter:
the Company during the Audit period);
We have examined the books, papers, minute books, forms
(vii) Other Laws specifically applicable to the Company as
and returns filed and other records maintained by M/s.
per the representations made by the Company are listed
AUTHUM INVESTMENT & INFRASTRUCTURE LIMITED (“the
in Annexure I and forms an integral part of this report.
Company”) for the financial year ended on March 31, 2023,
according to the provisions of: In case of Direct and Indirect Tax Laws like Income Tax Act,
Service Tax Act, Excise & Custom Acts we have relied on the
(i) The Companies Act, 2013 (the Act) and the rules made
Reports given by the Statutory Auditors of the Company.
thereunder;
We have also examined compliance with the applicable
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’)
clause of the following:
and the rules made thereunder;
a. Secretarial Standards issued by The Institute of Company
(iii) The Depositories Act, 1996 and the Regulations and
Secretaries of India; and
Bye-laws framed thereunder;
b. The Securities and Exchange Board of India (Listing
(iv) Reserve Bank of India Act, 1943;
Obligation and Disclosure Requirements) Regulations,
(v) Foreign Exchange Management Act, 1999 and the rules 2015.
and regulations made thereunder to the extent of Foreign
During the period under review the Company has generally
Direct Investment and Overseas Direct Investment; (not
complied with the provisions of the Companies Act and
applicable to the Company during the Audit period);
Rules, Regulations, Guidelines, Standards etc. mentioned
(vi) The following Regulations and Guidelines prescribed above.
under the Securities and Exchange Board of India Act,
We further report that:
1992 (‘SEBI Act’):-
The Board of Directors of the Company is duly constituted
a. The Securities and Exchange Board of India
with proper balance of Executive Directors, Non-Executive
(Substantial Acquisition of Shares and Takeovers)
Directors and Independent Directors. The changes in the
Regulations, 2011;
composition of Board took place during the year under

Annual Report 2022-23 | 41


review were carried out in compliance of the provisions of for Resolution of Stressed Assets. Lenders have selected
Act and SEBI LODR. Authum Investment and Infrastructure Limited as the
successful Bidder to acquire the Company and / or all
Adequate notice is given to all the directors to schedule
its assets through a competitive bidding process after
the Board Meetings. Agenda and detailed notes on agenda
several rounds of negotiations between the bidders
were sent atleast seven days in advance or convened on a
and the Lenders. Honorable Supreme Court of India
shorter notice with requisite consent, and a system exist for
by the order dated August 30, 2022 has approved the
seeking and obtaining further information and clarification
Resolution Plan and Company along with its Lenders
on the agenda item before the meeting and for meaningful
and successful Resolution Applicant is executing the
participation at the meeting.
Resolution Plan.
We further report that there are adequate system and
Pursuant to the above, Reliance Commercial Finance
process in the company commensurate with the size and
Limited is a Wholly Owned Subsidiary of Authum.
operation of the company to monitor and ensure compliance
with applicable laws, rules, regulations and guidelines. b. Further, the Company through its wholly owned
subsidiary viz. RCFL has acquired Business Undertaking
We further report that during the audit period the following
of Reliance Home Finance Limited (‘RHFL’) on a slump
event occurred which had bearing on the Company’s affairs
sale and going concern basis pursuant to the approved
in pursuance of the above referred laws, rules, regulations,
Resolution Plan of RHFL being conducted by the Financial
guidelines, standards etc:
Creditors of RHFL in terms of RBI Circular No. RBI/2018-
a. During the year under review the Company has acquired 19/ 203, DBR.No.BP.BC.45/21.04.048/2018-19 dated
Reliance Commercial Finance Limited (“RCFL”) as certain June 7, 2019 on Prudential Framework for Resolution of
Lenders of the Company (Banks and other Financial Stressed Assets and the order of Hon’ble Supreme Court
Institutions) have entered into an Inter-Creditor of India dated 3rd March, 2023.
Agreement (ICA) for arriving at the debt resolution plan
This report is to be read with my letter of even date which
in accordance with the circular dated June 7, 2019 issued
is annexed as Annexure II and form an integral part of this
by the Reserve Bank of India on Prudential Framework
report.

For Mayank Arora & Co.,


Company Secretaries

Mayank Arora Place: Mumbai


Partner Date: 03/08/2023
Membership No.: F10378 UDIN number: F010378E000731714
COP No.: 13609
PR No: 679/2020

42 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

Annexure I

Other Laws applicable to the Company

(A) Commercial Laws


(i) Indian Contract Act
(ii) Limitation Act
(iii) Arbitration and Conciliation Act
(iv) Negotiable Instruments Act
(v) Information Technology Act
(vi) The Competition Act
(vii) Income Tax Act
(viii) Goods and Service Tax Act

(B) Others
(i) Shops & Establishments Act
(ii) Bombay/Indian Stamp Act

For Mayank Arora & Co.,


Company Secretaries

Mayank Arora Place: Mumbai


Partner Date: 03/08/2023
Membership No.: F10378 UDIN number: F010378E000731714
COP No.: 13609
PR No: 679/2020

Annual Report 2022-23 | 43


Annexure II

To,
The Members,
Authum Investment & Infrastructure Limited
707, Raheja Centre, Free Press Journal Road,
Nariman Point, Mumbai- 400021

Our report of even date is to read along with this letter.


1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to
express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the
correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. We believe that the processes and practices, we followed provided a reasonable basis
for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Book of Accounts of the Company.
4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations
and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility
of management. Our examination was limited to the verification of procedures on the test basis.
6. The Secretarial audit report 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.
7. We have reported, in our audit report, only those non-compliance, especially in respect of filing of applicable forms/
documents, which, in our opinion, are material and having major bearing on financials of the Company.

For Mayank Arora & Co.,


Company Secretaries

Mayank Arora Place: Mumbai


Partner Date: 03/08/2023
Membership No.: F10378 UDIN number: F010378E000731714
COP No.: 13609
PR No: 679/2020

44 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

Annexure VI

Business Responsibility &


Sustainability Report
Authum Investment & Infrastructure Limited (‘Authum or Company’) is fully aware of and committed to fulfilling its economic,
environmental and social responsibilities while conducting its business. Authum believes that the foundation of economic
growth can be strengthened if the entire society is a part of the growth story. Authum emphasizes on improving social
relations with the community in which it operates and generating economic value.
The Company’s Business Responsibility & Sustainability Report for the Financial Year 2022-23 has been prepared in
accordance with the requirements of SEBI (LODR) Regulations, 2015 and is based on the National Voluntary Guidelines on
Social, Environmental & Economic Responsibilities of Business (NVGs) released by Ministry of Corporate Affairs, Government
of India.

SECTION A: GENERAL DISCLOSURES


I. INFORMATION ABOUT THE COMPANY
1. Corporate Identity Number (CIN) of the Company: L51109MH1982PLC319008
2. Name of the Company: Authum Investment & Infrastructure Limited
3. Year of Incorporation: 1982
4. Registered Office address: 707, Raheja Centre, Free Press Journal Marg, Nariman Point, Mumbai 400021
5. Corporate address: 707, Raheja Centre, Free Press Journal Marg, Nariman Point, Mumbai 400021
6. Website: www.authum.com
7. E-mail id: [email protected]
8. Telephone No.: 022 67472117
9. Financial Year reported: April 1, 2022 to March 31, 2023
10. Name of the Stock Exchange(s) where shares are listed: BSE Limited and Culcatta Stock Exchange of India Limited
11. Paid – up Capital: Rs. 57,38,45100/-
12. Name and contact details (telephone, email address) of the person who may be contacted in case of any queries on the
BRSR report:
Mr. Hitesh Vora, Company Secretary and Compliance Officer
Contact: 022 67472117, Email: [email protected]
13. Reporting boundary - Are the disclosures under this report made on a standalone basis (i.e., only for the entity) or on
a consolidated basis (i.e., for the entity and all the entities which form a part of its consolidated financial statements,
taken together): Standalone basis

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):

Sr. Product/Service NIC Code % of total Turnover contributed


No.
1. Same as question 14 64990 Same as question 14

Annual Report 2022-23 | 45


III. OPERATIONS:
16. Number of locations where plants and/or operations/offices of the entity are situated:
Location Number of Plants Number of Offices Total
National - 1 1
International - - -
The Company operates from one location from its Registered Office situated in Mumbai, India.

17. Markets served by the entity:


a. Number of locations
Location Number of Offices
National (No. of States) 1 (Maharashtra)
International (No. of Countries) -

b. What is the contribution of exports as a percentage of the total turnover of the entity?
Not Applicable

c. A brief on types of customers:


The Company is a non-deposit taking non-banking financial company, primarily involved in Investment in Equity Market
and Trading in Equity & Stock Market. It does not have any customer interface.

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) - - - - -

b. Differently abled Employees and workers


S. Particulars Total (A) Male Female
No.
No. (B) % (B/A) No. (C) % (C/A)
Differently Abled Employees
1 Permanent (D) - - - - -
2 Other than Permanent (E) - - - - -
3 Total differently abled employees (D + E) - - - - -
Differently Abled Workers
4 Permanent (F) - - - - -
5 Other than Permanent (G) - - - - -
6 Total differently abled workers (F + G) - - - - -

19. Participation/Inclusion/Representation of women


Total (A) No. and percentage of Females
No. (B) % (B / A)
Board of Directors 7 2 28.57
Key Management Personnel (KMP)* 3 - -
*Includes 1 Key Managerial Personnel covered under Board of Directors.

46 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

20. Turnover rate for permanent employees and workers

Particulars FY2023 FY2022 FY2021


Male Female Total Male Female Total Male Female Total
Permanent Employees 50% 100% 54.55% 83.33% - 83.33% 400% 100% 500%
Permanent Workers - - - - - - - - -

V: HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES (INCLUDING JOINT VENTURES)


21. (a) Names of holding / subsidiary / associate companies / joint ventures
S. Name of the holding / Indicate whether % of shares Does the entity indicated at column
No. subsidiary/ associate holding/Subsidiary/ held by A, participate in the Business
companies / joint ventures (A) Associate/Joint listed entity Responsibility initiatives of the listed
Venture entity? (Yes/No)
1 Reliance Commercial Finance Subsidiary 100
No
Limited

VI: CSR DETAILS


22. (i) Whether CSR is applicable as per section 135 of Companies Act, 2013: (Yes/No) Yes
(ii) Turnover (Rs. in crores) 374.22
(iii) Net worth (Rs. in crores) 2991.02

VII: TRANSPARENCY AND DISCLOSURES COMPLIANCES


23. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible
Business Conduct:
There was no case of violation of Authum’s Code of Conduct in 2022-23 and no case was reported under the Company’s
whistle blower policy during the year.

Stakeholder Grievance Redressal FY 2022-23 FY 2021-22


group from Mechanism in Place (Yes/No) Number of Number of Remarks Number of Number of Remarks
whom (If Yes, then provide web- complaints complaints complaints complaints
complaint is link for grievance redress filed pending filed during pending
received policy)*** during the resolution the year resolution
year at close of at close of
the year the year
Shareholders Yes. - - - 2 0 Resolved
https://www.authum.com/
financial-info.html
Investors Yes. - - - - - -
(other than https://www.authum.com/
shareholders) financial-info.html
Employees Yes - - - - - -
and workers https://www.authum.com/
AuthumPapers/Vigil%20
Mechanism%20Policy.pdf
Customers - - - - - - -
Value Chain - - - - - - -
Partners
Government - - - - - - -
and
Regulators
Communities -
- - - - - -

Annual Report 2022-23 | 47


24. Overview of the entity’s material responsible business conduct issues
Please indicate material responsible business conduct and sustainability issues pertaining to environmental and social
matters that present a risk or an opportunity to your business, rationale for identifying the same, approach to adapt or
mitigate the risk along-with its financial implications, as per the following format

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.

48 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

SECTION B: MANAGEMENT AND PROCESS DISCLOSURES


This section is aimed at helping businesses demonstrate the structures, policies and processes put in place towards
adopting the NGRBC Principles and Core Elements.
The National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business released by the
Ministry of Corporate Affairs has adopted nine areas of Business Responsibility. These are as follows:

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

(a) Details of compliance (Reply in Y/N)

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

Annual Report 2022-23 | 49


No Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
8. Details of the highest authority responsible for implementation Mr. Amit Dangi
and oversight of the Business Responsibility policy(ies). Whole Time Director
DIN: 06527044
9. Does the entity have a specified Committee of the Board/ Director Yes, Corporate Social Responsibility Committee
responsible for decision making on sustainability related issues? Details on:
(Yes / No). If yes, provide details. https://www.authum.com/AuthumPapers/CSR_
Policy20.pdf
10. Details of Review of NGRBCs by the Company:
Subject for Review Indicate whether review was undertaken Frequency (Annually/ Half yearly/
by Director / Committee of the Board/ Quarterly/ Any other – please specify)
Any other Committee
P1 P2 P3 P4 P5 P6 P7 P8 P9 P1 P2 P3 P4 P5 P6 P7 P8 P9
Performance against above The Board of Directors, its committees meet periodically for evaluating the
policies and follow up action performance of the Company on various aspects including NGRBC Principles to the
extent applicable.
Compliance with statutory ü Annually
requirements of relevance
to the principles, and
rectification of any non-
compliances

11. Has the entity carried out independent assessment/ evaluation of P1 P2 P3 P4 P5 P6 P7 P8 P9


the working of its policies by an external agency? (Yes/No). If yes,
provide name of the agency
No No No No No No No No No

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)

SECTION C: PRINCIPLE-WISE PERFORMANCE


Principle 1: Businesses should conduct and govern themselves with Ethics, Transparency and Accountability.

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 - - -

50 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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 - -

6. Details of complaints with regard to conflict of interest:


FY 2022-23 FY 2021-22
Number Remarks Number Remarks
Number of complaints received in relation to issues of Conflict of - - - -
Interest of the Directors
Number of complaints received in relation to issues of Conflict of - - - -
Interest of the KMPs

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.

Annual Report 2022-23 | 51


Director, if interested or concerned in any transaction(s) or arrangement(s) to be entered into by the Company, does not
participate in the discussion and approval of the transaction.
Authum has a separate Code of Conduct (‘CoC’) for Directors and Senior Management which provides that ‘Directors and
Senior Management shall observe the highest standards of ethical conduct and integrity and shall work to the best of
their ability and judgement’. The said CoC requires them to not to engage in any business relationship or activity, which
conflicts with their duties towards the Company. A declaration from the Directors and Senior Management’s affirming to
the said CoC is communicated to all stakeholders by the Managing Director (MD), through the Annual Report.
The Company has also put in place necessary mechanism and has formulated a Policy on Dealing with Related Party
Transactions, keeping in view the requirements under Regulation 23 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the provisions of the Companies Act, 2013. This Policy provides a framework to
ensure proper identification, approval, and subsequent modification of Related Party Transactions.

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

52 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

b. Details of measures for the well-being of workers:


Category FY2022-23 FY 2021-22
Total (A) No. (B) % (B/A) Total (C) No. (D) % (D/C)
Permanent Workers
Male The Company does not employ workers.
Female
Total
Other than Permanent workers
Male The Company does not employ temporary workers.
Female
Total

2. Details of retirement benefits, for Current Financial Year and Previous Financial Year

Benefits FY 2022-23 FY 2021-22


No. of No. of workers Deducted No. of No. of Deducted and
employees covered and deposited employees workers deposited with
covered as as a % of total with the covered as covered as a the authority
a % of total workers authority a % of total % Of total (Y/N/N.A.)
employees (Y/N/N.A.) employees workers
PF - - - - - -
Gratuity - - - - - -
ESI - - - - - -
Others – - - - - - -
Please Specify

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.

Annual Report 2022-23 | 53


7. Membership of employees and worker in association(s) or Unions recognised by the listed entity:
Category FY 2022-23 FY 2021-22
Total No. of % Total No. of %
employees employees (B / A) employees employees (B / A)
/ workers in / workers in / workers in / workers in
respective respective respective respective
category (A) category, who category (A)category, who
are part of are part of
association(s) association
or Union (B) (s) or Union
(B)
Total Permanent Our Company does not have any Employee Association. However, our Company recognizes the
Employees Right to freedom of Association and does not discourage collective bargaining.
- Male
- Female
Total Permanent The Company does not have any Workers under employment.
Workers
- Male
- Female

8. Details of training given to employees and workers:


Category FY 2022-23 FY 2021-22
Total On Health and On Skill Total On Health & Safety On Skill
(A) safety measures Upgradation (D) Measures Upgradation
No. (B) % (B/A) No. (C) % (C/A) No. (E) % (E/D) No. (F) % (F/D)
Employees
Male 16 16 100 16 100 - - - - -
Female 2 2 100 2 100 - - - - -
Total 18 18 100 18 100 - - - - -
Workers
Male The Company does not have any Workers under employment.
Female
Total

9. Details of performance and career development reviews of employees and worker:


Category FY 2022-23 FY 2021-22
Total (A) No. (B) % (B/A) Total (C) No. (D) % (D/C)
Employees
Male 16 16 100 10 10 100
Female 2 2 100 1 1 100
Total 18 18 100 11 11 100
Workers
Male The Company does not have any Workers under employment.
Female
Total

10. Health and safety management system:


a. Whether an occupational health and safety management Due to the nature of the operations of the Company, there
system has been implemented by the entity? (Yes/ No). are no critical occupational health and safety risks.
If yes, the coverage such system?
b. What are the processes used to identify work-related Due to the nature of the work, there are no critical
hazards and assess risks on a routine and nonroutine occupational health and safety risks.
basis by the entity?
c. Whether you have processes for workers to report the No
work related hazards and to remove themselves from
such risks. (Y/N)
d. Do the employees/ worker of the entity have access No
to nonoccupational medical and healthcare services?
(Yes/ No)

54 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

11. Details of safety related incidents, in the following format


Safety Incident/Number Category FY 2022-23 FY 2021-22
Lost Time Injury Frequency Rate (LTIFR) (per one million- Employees - -
person hours worked) Workers NA NA
Total recordable work-related injuries Employees - -
Workers NA NA
No. of fatalities Employees - -
Workers NA NA
High consequence work-related injury or ill-health Employees - -
(excluding fatalities) Workers NA NA

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:

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
Working Conditions Nil
Health & Safety

14. Assessments for the year:


% of your plants and offices that were assessed
(by entity or statutory authorities or third parties)
Health and safety practices 0
Working Conditions 0

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.

Annual Report 2022-23 | 55


Principle 4: Businesses should respect the interests of, and be responsive towards all stakeholders

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.

56 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

Principle 5: Businesses should respect and promote Human Rights.

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

Annual Report 2022-23 | 57


3. Details of remuneration/salary/wages, in the following format:
Gender Male Female
Number Median remuneration/ Number Median remuneration/
salary/wages of salary/wages of
respective category respective category
(Rs. in Crores) (Rs. in Crores)
Board of Directors (BoD) 5 0.41 2 -
Key Managerial Personnel# 2 0.29 0 -
Employees other than BoD and KMP 13 0.02 2 0.03
Workers The Company does not have any worker
#Excluding 1 KMP already covered under Board of Directors.

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

58 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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 – Energy consumption is negligible / minimal as the Company is a NBFC.

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

Annual Report 2022-23 | 59


4. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and
implementation.
Not Applicable as the Company is a Financial Company.
5. Please provide details of air emissions (other than GHG emissions) by the entity, in the following format:
Parameter Please specify unit FY 2022-23 FY 2021-22
Nox Not Applicable. The Company is a financial services Company.
Sox
Particulate matter (PM)
Persistent organic pollutants
(POP)
Volatile organic compounds
(VOC)
Hazardous air pollutants (HAP)
Others– please specify

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) - -

60 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

Parameter FY 2022-23 FY 2021-22


Other Non-hazardous waste generated (H). Please specify, if any. Not Applicable Not Applicable
(Break-up by composition i.e. by materials relevant to the sector)
Total (A+B + C + D + E + F + G + H) Not Applicable Not Applicable
For each category of waste generated, total waste recovered through recycling, re-using or other recovery operations (in
metric tonnes)
Category of waste
(i) Recycled Not available Not available
(ii) Re-used Not available Not available
(iii) Other recovery operations Not available Not available
Total Not available Not available
For each category of waste generated, total waste disposed by
nature of disposal method (in metric tonnes)
Category of waste
(i) Incineration Not applicable Not applicable
(ii) Landfilling Not applicable Not applicable
(iii) Other disposal operations Not applicable Not applicable
Total Not applicable Not applicable

Note – As the Company is a NBFC, the generation of waste is negligible / minimal.

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

Annual Report 2022-23 | 61


Principle 7: Businesses, when engaging in influencing public and regulatory policy, should do so in a manner
that is responsible and transparent

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

Principle 8: Businesses should support inclusive growth and equitable development

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

3. Describe the mechanisms to receive and redress grievances of the community.


The Company carries its CSR activities and is committed to contributing to the improvement in the quality of life of
individuals and empowerment of institutions which serve the community.
4. Percentage of input material (inputs to total inputs by value) sourced from suppliers:

Parameter FY 2022-23* FY 2021-22*


Directly sourced from MSMEs/ small producers Not applicable
Sourced directly from within the district and neighbouring
districts
* Not Applicable considering the business model of the Company.

62 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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

6. Details of beneficiaries of CSR Projects:


Sr. CSR Project No. of persons benefitted % of beneficiaries
No from CSR Projects from vulnerable and
marginalised groups
1 Contribution towards Corpus for various projects - 100
related to Education, Health, Animal welfare,
Community & Skill Development, Agriculture &
Environment and recognised sports.

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

Annual Report 2022-23 | 63


3. Number of consumer complaints in respect of the following:
Category FY 2022-23 FY 2021-22
Received Pending Remarks Received Pending Remarks
during the resolution at during the resolution
year end of year year at the end of
year
Data privacy Nil
Advertising
Cyber-security
Delivery of essential
services
Restrictive Trade
Practices
Unfair Trade Practices
Other

4. Details of instances of product recalls on account of safety issues:


Results Relevant Web link
communicated
in public domain
(Yes / No)
Voluntary recalls Not Applicable
Forced recalls

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

64 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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

Annual Report 2022-23 | 65


renewed focus, oilseeds area increased 7.31% from 102.36 GDP ratio was estimated to have improved by 11.1 percent
lakh hectares in 2021-22 to 109.84 lakh hectares in 2022-23. Y-o-Y in RE 2022-23.
India’s auto industry grew 21% in FY23; passenger vehicle The total gross collection for FY23 was Rs 18.10 lakh crore,
(UVs, cars and vans) retail sales touched a record 3.9 an average of Rs 1.51 lakh a month and up 22% from FY22,
million units in FY23, crossing 3.2 million units in FY19. The India’s monthly goods and services tax (GST) collections hit
commercial vehicles segment grew 33%. Two-wheeler sales the second highest ever in March 2023 to Rs. 1.6 lakh crore.
fell to a seven-year low; the three-wheeler category grew For 2022–23, the government collected Rs 16.61 lakh crore
84%. in direct taxes, according to data from the Finance Ministry.
This amount was 17.6 percent more than what was collected
Till the end of Q3FY23, total gross non-performing assets
in the previous fiscal.
(NPAs) of the banking system fell to 4.5% from 6.5% a year
ago. Gross NPA for FY23 was expected to be 4.2% and a Per capita income almost doubled in nine years to Rs 172,000
further drop is predicted to 3.8% in FY2023-24. during the year under review, a rise of 15.8 percent over the
previous year. India’s GDP per capita was 2,320 USD (March
As India’s domestic demand remained steady amidst a
2023), close to the magic figure of $2500 when consumption
global slowdown, import growth in FY23 was estimated at
spikes across countries. Despite headline inflation, private
16.5% to $714 billion as against $613 billion in FY22. India’s
consumption in India witnessed continued momentum and
merchandise exports were up 6% to $447 billion in FY23.
was estimated to have grown 7.3 percent in 2022-23.
India’s total exports (merchandise and services) in FY23 grew
14 percent to a record of $775 billion in FY23 and is expected Outlook: There are green shoots of economic revival, marked
to touch $900 billion in FY24. Till Q3 FY23, India's current by an increase in rural growth during the last quarter and
account deficit, a crucial indicator of the country's balance appreciable decline in consumer price index inflation to
of payments position, decreased to $18.2 billion, or 2.2% of less than 5 percent in April 2023. India is expected to grow
GDP. India’s fiscal deficit was estimated in nominal terms at around 6-6.5 percent (as per various sources) in FY2024,
~ Rs 17.55 lakh crore and 6.4% of GDP for the year ending catalysed in no small measure by the government's 35%
March 31, 2023. (Source: Ministry of Trade & Commerce) capital expenditure growth by the government. The growth
could also be driven by broad-based credit expansion,
India's headline foreign direct investment (FDI) numbers
better capacity utilisation and improving trade deficit.
rose from US$74.01 billion in 2021 to a record $84.8 billion
Headline and core inflation could trend down. Private sector
in 2021-22, a 14% Y-o-Y increase, till Q3FY23. India recorded
investments could revive. What provides optimism is that
a robust $36.75 billion of FDI. In 2022-23, the government
even as the global structural shifts are creating a wider
was estimated to have addressed 77% of its disinvestment
berth for India’s exports, the country is making its largest
target (Rs 50,000 crore against a target of Rs 65,000 crore).
infrastructure investment. This unprecedented investment
India's foreign exchange reserves, which had witnessed is expected to translate into a robust building block that,
three consecutive years of growth, experienced a decline going ahead, moderates logistics costs, facilitates a quicker
of approximately $70 billion in 2022, primarily influenced transfer of products and empowers the country to become
by rising inflation and interest rates. Starting from $606.47 increasingly competitive. This can benefit India’s exports
billion on April 1, 2022, reserves decreased to $578.44 billion in general, benefiting several sectors. The construction of
by March 31, 2023. The Indian currency also weakened national highways in 2022-23 was 10,993 kilometres; the
during this period, with the exchange rate weakening from Ministry of Road Transport and Highways awarded highway
Rs. 75.91 to a US dollar to Rs. 82.34 by March 31, 2023, driven contracts of 12,375 km in the last financial year (Source: IMF).
by a stronger dollar and increasing current account deficit.
The global landscape favours India: Europe is moving
Despite these factors, India continued to attract investable
towards a probable recession, the US economy is slowing,
capital.
China’s GDP growth forecast of 4.4% is less than India’s GDP
The country’s retail inflation, measured by the consumer estimate of 6.8% and America and Europe are experiencing
price index (CPI), eased to 5.66% in March 2023. Inflation its highest inflation in 40 years.
data on the Wholesale Price Index, WPI (calculates the
India’s production-linked incentive appears to catalyse
overall price of goods before retail) eased
the downstream sectors. Inflation is steady. India is at the
to 1.3% during the period. In 2022, CPI hit its highest of cusp of making significant investments in renewable energy
7.79% in April; WPI reached its highest of 15.88% in May and other sectors and emerging as a suitable industrial
2022. By the close of the year under review, inflation had supplement to China. India is poised to outpace Germany and
begun trending down and in Japan and emerge as the third-largest economy by the end
of the decade. The outlook for private business investment
April 2023 declined below 5%, its lowest in months.
remains positive despite an increase in interest rates. India
India's total industrial output for FY23, as measured by the is less exposed to Chinese economic weakness, with much
Index of Industrial Production or IIP, grew 5.1% year-on-year less direct trade with China than many Asian peers.
as against a growth of 11.4 percent in 2021-22.
Broad-based credit growth, improving capacity utilisation,
India moved up in the Ease of Doing Business (EoDB) rankings government's thrust on capital spending and infrastructure
from 100th in 2017 to 63rd in 2022. As of March 2023, India’s should bolster investment activity. According to our surveys,
unemployment rate was 7.8 percent. manufacturing, services and infrastructure sector firms
are optimistic about the business outlook. The downside
In 2022-23, total receipts (other than borrowings) were
estimated at 6.5% higher than the Budget estimates. Tax-

66 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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

Annual Report 2022-23 | 67


their on-book portfolio in Q1 FY23. On-book portfolio of all the tier-IV districts, Uttar Pradesh tops the list of six districts
the housing finance companies’ stood at Rs 12.7 lakh crore amongst the top 20 with maximum growth in fresh disbursal
at the end of June 2022 compared to Rs 11 lakh crore a year in FY22 compared to FY19. The number of female borrowers
ago. The growth was fueled by the healthy demand in the in new disbursements grew significantly in FY22 in tier-III
industry and the growing level of economic activity while and IV districts. Among the top 20 districts with highest
retaining growth and asset quality estimates for FY23. share of female borrowers in fresh home loan disbursal in
FY 22, six districts are from Chhattisgarh, three from Gujarat
The assets under management (AUM) of housing finance
and Haryana each. These districts have on an average 49%
companies are expected to grow 10-12% in FY 2022-23
female share in total population. (Source: the hindu business
compared to 8% in FY 2021-22 mainly attributed by home
line)
loans. Structural factors driving end-user housing demand
remain intact in FY 2022-23 despite the impact of growing Drivers of the affordable housing finance segment
real estate prices and interest rates. The collection efficiency
for NBFCs and HFCs remained healthy in the range of 97- Growing population: India’s population surpassed China
101 per cent at the beginning of FY2023. Tightening of pool in 2023 and is expected to reach 1.51 billion by 2030.
selection criteria by the investors for securitized pools Population growth is expected to catalyze the demand of
and strengthening of prevailing credit appraisal processes Indian real estate segment.
and parameters by the lenders following the emergence of Rapid urbanisation: India’s urban population is expected to
COVID also had a positive bearing on the overall collection stand at 675 million (accounting for 43.2% of the country’s
efficiency. Housing finance companies are expected to population) by 2035. This is expected to lead to a rise in
witness a portfolio growth of 9-11 per cent in FY 2022- housing demand accordingly. (Source: the hindu.com)
23. The loan portfolio of housing finance companies is
anticipated to enhance by 12% in FY 2022-23 due to steady Housing shortage: As per the technical study conducted by
growth in disbursements, improving real estate sector and Ministry of Housing and Urban Poverty Alleviation, the urban
macro-economic environment. housing shortage in India is estimated at ~19 mn in 2022.
This gap is expected to further widen to an estimated 38
HFCs witnessed a higher growth rate in loan disbursal million homes by 2030 mainly on account of the growing
compared to banks, a trend that will prevail in the future. population and increased urbanization.
Housing finance companies registered a double-digit growth
rate at 11% on year, 7% growth rate reported by the banks. Budgetary allocation: The Union budget 2023-24 allocated
The growth in the housing finance sector in FY 22 grew at a significant increase in funds for urban development with
9% driven largely by the prime segment. India’s home loan Rs 76,432 crore allocated under the Ministry of Housing and
market, valued at about Rs 24 lakh crore is expected to Urban Affairs compared to the Rs 42,965 crore allotted in
double in the next five years, with mortgage to GDP ratio 2018-2019, reporting a 77% increase over the past 5 years.
commensurately from 11%. (Source: Business Standard, Mortgage under-penetration: As of 2022, India’s mortgage
Business Insider, Financial Express) penetration stands at 13 per cent of the GDP much lower
compared to other Asian economies ranging from 20-30%.
Affordable housing finance sector However, with the increase in demand of housing industry,
Sales in the affordable housing segment have faced it is expected that India would be able to double its home
challenges in 2022 as high-end and mid-segment housing loans up to USD 600 billion by 2027.
gained share owing to lower-priced units, indicating some
Demographics: About 66 per cent of India’s population is
impact of deteriorating affordability in the price-sensitive
below 35 years of age which presents an opportunity of high
segment. According to Knight Frank India, the shares of sales
disbursement of home loans. Over the years, India has been
for units below Rs 50 lakh category declined from 42% in
witnessing an uptake in the number of households being
July-December 2021 to 35% in July-December 2022. The
shifted towards the concept of a nuclear family.
growth in
Smooth regulations: Following the implementation of RERA,
share of sales in the Rs 50 lakh to Rs 1 crore segment also
India’s rank in dealing with construction permits improved
remained moderate with a 200 basis points growth from
from 52 to 27. RERA played a crucial role in increasing the
35% in the second half of 2021 to 37% in July to December,
ease of doing business in the real estate sector by promoting
2022.
transparency and buyer-friendliness across the entire
Housing prices in some of India’s mega cities reported process.
double-digit growth in the past one year. Firming up of prices
(Source: IBEF, The Wire, Statista, Financial Express, Business Standard,
in Tier-II and Tier-III are witnessing most of the action with Economic Times, Business World, The Hindu business line, Hindustan
the advent of the remote working culture. As geo-political Times, Construction World)
uncertainty keeps pushing prices of construction materials,
no relief is in sight as for as price moderation in the near Company overview
future is concerned. Fresh disbursal witnessed a maximum Authum Investment & Infrastructure Limited started its
YoY growth in tier-III and below districts in FY22 over FY19, as journey in 1982. The Company is listed on Bombay Stock
per the report. Amongst the top 20 tier-III districts, maximum Exchange Limited and Calcutta Stock Exchange Limited. It is
numbers of districts are from Punjab and Karnataka. Among a registered NBFC engaged in the business of investment in

68 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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

Annual Report 2022-23 | 69


Report on
Corporate Governance
COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE
Corporate Governance is a set of defined principles, processes and systems which governs a Company. The elements of
Corporate Governance are independence, transparency, accountability, responsibility, compliance, ethics, values and trust.
The Company believes that business excellence is the reflection of the professionalism and ethical values of its management
and employees. The basic philosophy of Corporate Governance in the Company is to achieve business excellence and dedicate
itself for increasing long-term shareholder value, keeping in view the needs and interests of all its Stakeholders. The Company
ensures to comply with the requirements of Corporate Governance listed in the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred to as the ‘Listing Regulations’).
At Authum, we believe and continuously endeavor to achieve good governance through timely disclosures, transparency,
accountability and responsibility in all our dealings with the employees, shareholders, clients and community at large. The
Board of Directors represents the interest of the Company's Stakeholders and continuously strives for optimizing long-term
value by way of providing necessary guidance and strategic vision to the Company. The Board also ensures that the Company's
management and employees operate with the highest degree of ethical standards through compliance with the Code of
Conduct adopted by the Company.
We are in compliance with the Corporate Governance requirements as mandated by the Listing Regulations in letter and in
spirit. A Report on compliance with the Code of Corporate Governance as stipulated in the Listing Regulations, for the year
ended March 31, 2023 (year under review) and developments up to the date of this report are given below:

CODE OF CONDUCT FOR DIRECTORS AND SENIOR EXECUTIVES


A Code of Conduct as applicable to the Board of Directors and Senior Executives has been approved. The said Code has also
been displayed on the Company’s website www.authum.com. The Board Members and Senior Executives have affirmed their
compliance with the Code and a declaration signed by the Chairman & Managing Director / CEO in terms of Regulation 27
of Listing Regulations is given below as Annexure A. It is hereby declared that the Company has obtained from all the Board
Members and Senior Executives an affirmation that they have complied with the Code of Conduct for the financial year
2022-23.

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:

Name of Category of Attendance Attendance No. of Membership of mandatory No. of


Directors Director at the at last AGM Directorships Board Committees of Ordinary
Board held on of other Indian other companies as on Shares
Meetings September companies as 31.03.2023 held as on
27, 2022 on 31.03.2023 Chairman Member 31.03.2023
Sanjay Dangi Non-Executive 6 Yes 3 0 2 None
Non-
Independent
Director
Alpana Dangi Non-Executive 4 Yes Nil None None 11,09,09,060
Non- Equity Shares
Independent
Director
Amit Dangi Whole time 7 Yes 3 None None None
Director,
Chairman

70 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

Name of Category of Attendance Attendance No. of Membership of mandatory No. of


Directors Director at the at last AGM Directorships Board Committees of Ordinary
Board held on of other Indian other companies as on Shares
Meetings September companies as 31.03.2023 held as on
27, 2022 on 31.03.2023 Chairman Member 31.03.2023
Bhaviika Jain Independent 7 No 2 0 2 None
Director
Haridas Bhat Independent 6 Yes Nil None None None
Director
Rahul Bagaria Independent 6 Yes 2 2 5 None
Director
Vimal Ajmera Independent 7 Yes Nil None None None
Director
* Excludes Directorships in foreign companies and companies incorporated under Section 8 of the Companies Act 2013.

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

Annual Report 2022-23 | 71


MATRIX SETTING OUT SKILLS / EXPERTISE / COMPETENCE OF THE BOARD OF DIRECTORS
The Board of Directors have identified the following skills required for the Company and the availability of such skills with
the Board:
Names of Areas of Expertise
Directors Technology Legal & Stakeholder Strategy Finance Corporate Leadership Capital Market
Administrative relationship development Governance Understanding
Sanjay Dangi ü ü ü ü ü ü ü ü
Alpana Dangi ü ü ü ü ü ü ü ü
Amit Dangi ü ü ü ü ü ü ü ü
Haridas Bhat ü ü ü ü ü ü ü ü
Rahul Bagaria ü ü ü ü ü ü ü ü
Vimal Ajmera ü ü ü ü ü ü ü ü
Bhaviika Jain ü ü ü ü ü ü ü ü

COMMITTEES OF THE BOARD


AUDIT COMMITTEE
Pursuant to the Act, Listing Regulations and NBFC Regulations, the Company has an Audit Committee, meeting the composition
prescribed thereunder with a minimum of two-third of its members (including Chairman) being independent directors. All
members are financially literate and have accounting or related financial management expertise.
The Board reviews the working of the Committee from time to time to bring about greater effectiveness and to ensure
compliance with the various requirements under the Act, Listing Regulations and NBFC Regulations.
The minutes of the meetings of the Committee are placed before the Board for noting. Mr. Hitesh Vora, Company Secretary &
Compliance Officer functions as the Secretary of the Committee.

COMPOSITION AND ATTENDANCE


During the financial year 2022-23, four meetings of Audit Committee were held on the following dates:
May 24, 2022, August 8, 2022, November 9, 2022 and February 13, 2023. The gap between any two meetings did not exceed
one hundred and twenty days.
The composition of the Committee along with the details of the meetings held and attended during the aforesaid period is
detailed below:

Name of Members Designation Category of Directors Number of Meetings


Held Attended
Mr. Sanjiv Swarup * Chairman Independent Director 1 1
Mr. Haridas Bhat # Chairman Independent Director 3 3
Mr. Vimal Ajmera * Member Independent Director 1 1
Mr. Rahul Bagaria # Member Independent Director 3 3
Mr. Amit Dangi Member Whole Time Director 4 4
Note: * Appointed in the Committee w.e.f. August 1, 2022
# Ceased the position in the Committee w.e.f. August 1, 2022

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;

72 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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.

NOMINATION AND REMUNERATION COMMITTEE


Pursuant to the Act, Listing Regulations and NBFC Regulations, the Company has constituted a Nomination and Remuneration
Committee ('NRC').
The Committee invites those executives, as it considers appropriate. The minutes of the meetings of the Committee are
placed before the Board for noting. Mr. Hitesh Vora, Company Secretary & Compliance Officer, functions as the Secretary of
the Committee.
The Nomination and Remuneration Committee evaluates the composition and organization of the Board and its Committees
in light of requirements established by any regulatory body or any other applicable statute, rules and regulations which the
Committee deems relevant, make recommendations to the Board of Directors in respect to the appointment, re-appointment
and resignation of Independent, Executive and Non-Executive Directors and Key Managerial personnel of the Company in
compliance with the provisions specified for Nomination and Remuneration Committee in Section 178 of the Companies Act,
2013, Companies (Meetings of Board and its Powers) Rules, 2014 and under the Listing Regulations with the Stock Exchanges.
SEBI vide notification dated August 3, 2021 amended the Listing Regulations. Vide the said amendment, it has introduced
following additional term of reference of NRC with effect from January 1, 2022:
For every appointment of an independent director, the Nomination and Remuneration 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.
In view of the above amendment, the terms of reference of NRC were suitably amended to incorporate the above.

Annual Report 2022-23 | 73


COMPOSITION AND ATTENDANCE
During the financial year 2022-23, four meetings of Nomination and Remuneration Committee were held on May 24, 2022,
August 8, 2022, February 13, 2023 and March 10, 2023. The Nomination and Remuneration Committee at its said meetings
discussed and approved various matters.
The composition of the Committee along with the details of the meetings held and attended during the aforesaid period is
detailed below:

Name of Members Designation Category of Directors Number of Meetings


Held Attended
Mr. Sanjiv Swarup * Chairman Independent Director 1 1
Mr. Rahul Bagaria # Chairman Independent Director 3 3
Mr. Vimal Ajmera Member Independent Director 4 4
Mrs. Alpana Dangi Member Non-Executive Non 4 2
Independent Director
Note: * Appointed in the Committee w.e.f. August 1, 2022
# Ceased the position in the Committee w.e.f. August 1, 2022

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.

74 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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.

2. Aims & Objectives


2.1 The aims and objectives of this remuneration policy may be summarized as follows:
2.1.1 The remuneration policy aims to enable the company to attract, retain and motivate highly qualified members for the
Board and other executive level.
2.1.2 The remuneration policy seeks to enable the company to provide a well-balanced and performance-related compensation
package, taking into account shareholder interests, industry standards and relevant Indian corporate regulations.
2.1.3 The remuneration policy will ensure that the interests of Board members & senior executives are aligned with the
business strategy and risk tolerance, objectives, values and long-term interests of the company and will be consistent
with the “pay-for-performance” principle.
2.1.4 The remuneration policy will ensure that remuneration to Directors, Key Managerial Personnel and Senior Management
involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate
to the working of the company and its goals.

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.

Annual Report 2022-23 | 75


3.6 Performance-Driven Remuneration: The Company shall entrench a culture of performance driven remuneration through
the implementation of the Performance Incentive System.
3.6.1 Affordability and Sustainability: The Company shall ensure that remuneration is affordable on a sustainable basis.

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.

STAKEHOLDERS RELATIONSHIP COMMITTEE


Pursuant to the Act and Listing Regulations, the Company has constituted SRC. This Committee specifically looks into the
grievances of various stakeholders of the Company.
The terms of reference of the Committee, inter alia, includes review of measures taken for effective exercise of voting rights by
shareholders and review of adherence to the service standards in respect of various services rendered by the Registrar and
Share Transfer Agent ('RTA').
The necessary quorum was present for the meetings. Mr. Hitesh Vora, Company Secretary & Compliance Officer, functions as
the Secretary of the Committee.

COMPOSITION AND ATTENDANCE


During the financial year 2022-23, one meeting of Stakeholders’ Relationship Committee was held on May 24, 2022.

Name of Members Designation Category of Directors Number of Meetings


Held Attended
Mr. Sanjiv Swarup * Chairman Independent Director 1 1
Mr. Rahul Bagaria # Chairman Independent Director 0 0
Mr. Amit Dangi Member Whole Time Director 1 1
Mr. Vimal Ajmera Member Independent Director 1 1
Note: * Appointed in the Committee w.e.f. August 1, 2022
# Ceased the position in the Committee w.e.f. August 1, 2022

Number of shareholders’ complaints Number of shareholders’ complaints Number of pending complaints


received during the year resolved during the year
0 0 0

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE


The Corporate Social Responsibility Committee (CSR Committee) is constituted in line with the provisions of Section 135
of the Companies Act, 2013 in order to formulate and recommend to the Board, a CSR Policy indicating the activities to be
undertaken by the Company as specified in Schedule VII of the Act. The committee monitors the CSR Policy and recommends
the amount of expenditure to be incurred on the activities mentioned in the CSR Policy.

COMPOSITION AND ATTENDANCE:


During the financial year 2022-23, one meeting of Corporate Social Responsibility Committee was held on February 13, 2023.
The necessary quorum was present for the meetings.

76 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

The composition of the Committee along with the details of the meetings held and attended during the aforesaid period is
detailed below:

Name of Members Designation Category of Directors Number of Meetings


Held Attended
Mr. Sanjiv Swarup # Chairman Independent Director 0 0
Mrs. Bhaviika Jain * Chairman Independent Director 1 1
Mr. Vimal Ajmera Member Independent Director 1 1
Mr. Amit Dangi Member Whole Time Director 1 1
Note: * Appointed in the Committee w.e.f. August 1, 2022
# Ceased the position in the Committee w.e.f. August 1, 2022

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

PECUNIARY RELATIONSHIPS OR TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS


None of the Non-Executive Directors had any other pecuniary relationship or transactions with the Company during financial
year 2021-22, apart from remuneration as directors and transactions in the ordinary course of business and on arm’s length
basis at par with any member of general public. During Financial Year 2022-23, the Company did not advance any loans to
any of its directors.

CRITERIA/DETAILS OF REMUNERATION TO NON-EXECUTIVE DIRECTORS


Non-executive directors of the Company play a crucial role in the independent functioning of the Board. They bring in an
external perspective to decision-making and provide leadership and strategic guidance while maintaining objective judgment.
They also oversee the corporate governance framework of the Company.
The following table sets out the details of sitting fees paid to the Directors for FY 2022–23:

Names of Non-Executive Directors Sitting Fees (Rs. in Crores)


Mr. Vimal Ajmera 0.01
Mrs. Bhaviika Jain 0.01
Mr. Sanjiv Swarup 0.00
Mr. Haridas Bhat 0.01
Mr. Rahul Bagaria 0.01

Annual Report 2022-23 | 77


DETAILS OF REMUNERATION PAID TO WHOLE TIME DIRECTOR AND CHIEF EXECUTIVE OFFICER
The details of remuneration paid to Whole Time Director & CEO during the financial year 2022-23 are tabled below:
Amount (Rs. In Crores)
Particulars Amit Dangi, Whole Time Director
Basic Salary 0.40
Allowances & Perquisites 0.01
Variable Pay based on performance -
PF Contribution -
Any other -
Total 0.41

GREEN INITIATIVES BY MCA


Sections 20 and 136 of the Act, read with relevant Rules, permit companies to service delivery of documents electronically to
the registered email ID of the members.
In compliance with the said provisions and as a continuing endeavor towards the ‘Go Green’ initiative, the Company proposes
to send all correspondence/communications through email to those shareholders who have registered their email ID with
their depository participant’s/Company’s RTA.
During F.Y. 2023, the Company sent documents, such as notice calling the annual general meeting, postal ballot notice,
audited financial statements, Directors’ Report, Auditors’ report, etc. in electronic form to the email addresses provided by
the members and made available by them to the Company through the depositories. All financial and other vital official news
releases and documents under the Listing Regulations are also communicated to the concerned stock exchanges, besides
being placed on the Company’s website.

GENERAL BODY MEETINGS


The details of the last three Annual General Meetings and Special Resolutions passed
1. Location and Time where last three AGMs were held

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.

78 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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

MEANS OF COMMUNICATIONS WITH SHAREHOLDERS


The quarterly and annual financial results of the Company are published in leading newspapers in India, circulating in substantially in the
whole of India which includes Business Standard - English newspaper and in Mumbai Lakshadeep - Marathi vernacular newspaper.
The results are available on the website of the Company www.authum.com. The website also contains link to official news releases, investor
presentations along with all material information pertaining to the Company.
The Company’s website contains a separate dedicated section ‘Investor Relations’. It contains comprehensive database of information of
interest to our investors including the financial results and Annual Report of the Company. The basic information about the Company in
terms of the Listing Regulations is provided on the Company’s website and the same is updated regularly. The Quarterly Results, Shareholding
Pattern and all other corporate communication to the Stock Exchange are filed through BSE (Bombay Stock Exchange) for dissemination on
their website.

INSIDER TRADING CODE


In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors of the
Company have formulated ‘Authum Code of Conduct for Prohibition of Insider Trading’ (Authum Insider Code) in the shares and securities of
the Company by its Directors and Designated Employees. The said Code is available on the Company’s website www.authum.com. Company
Secretary is the Compliance Officer for monitoring adherence to the Regulations for the preservation of price sensitive information, pre-
clearance of trades and implementation of the Authum Code of Conduct for Prohibition of Insider Trading.

INDEPENDENT DIRECTORS MEETING


In terms of Section 149 of the Companies Act, 2013 and the Listing Regulations, a separate meeting of the Independent Directors held on
February 13, 2023 without the presence of the other Directors or any management team. The meeting was attended by all the Independent
Directors and enabled them to discuss various matters pertaining to the Company’s affairs and thereafter put forth their combined views to
the Board. The Meeting was held to discuss:
a) Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole;
b) Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive
Directors; and
c) Evaluation of the quality, content and timeliness of flow of information between the Management and the Board that is necessary for
the Board to effectively and reasonably perform its duties.
All Independent Directors were present at the Meeting.

Annual Report 2022-23 | 79


GENERAL SHAREHOLDER INFORMATION

1. Annual General Wednesday, September 27, 2023 at 4:00 P.M.


Meeting Date and
2. Venue The Company is conducting meeting through Video Conferencing/Other Audio Visual Means
pursuant to the MCA Circular dated May 5, 2022. For details, please refer Notice of this AGM.
The proceedings of the AGM shall be deemed to be conducted at the Registered Office of the
Company located at 707, Raheja Centre, Free Press Journal Marg, Nariman Point, Mumbai -
400021, which shall be the deemed venue of AGM.
3. Financial year April 1, 2022 to March 31, 2023
4. Dividend Payment Not Applicable
date and record
date for such
dividend
5. Listed on Stock The Equity shares of the Company are presently listed on following stock exchanges:
Exchange
i.) BSE Limited
P.J. Towers Dalal Street Mumbai- 400001
ii) The Calcutta Stock Exchange Limited 7, Lyons Range, Kolkata- 700001
6. Annual Listing Fees The Company hereby confirms that Annual Listing Fees for financial year 2022-23 is paid to BSE
and CSE.
7. Stock Code/Symbol BSE: 539177
The Calcutta Stock Exchange Limited : 011262
8. ISIN INE206F01022
9. Market Price Data Shares of the Company are listed on Bombay Stock Exchange Limited (BSE) and The Calcutta
Stock Exchange Limited. There is no trading during the entire year 2022-23 on Calcutta Stock
Exchange and frequently traded on BSE, however data is provided as below.
STOCK MARKET PRICE DATA MONTH WISE: Details of monthly open, high, low and close prices and
volume of shares traded on BSE are given below:

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

80 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

10. Performance of BSE Sensex

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:

Annual Report 2022-23 | 81


Category No. of No. of Shares Percentage of
Shareholders held Shares held
(%)
Physical 0 0 0
NSDL 1528 31790004 18.72
CDSL 5413 138055096 81.28
Total 6941 169845100 100.00
14. Outstanding Global Depository Not Applicable
Receipts or American Depository
Receipts or Warrants or any
Convertible Instruments, Conversion
Date and likely impact on Equity:
15. Commodity Price Risk or Foreign Not Applicable
Exchange Risk and Hedging Activities
16. Plant Locations Not Applicable
17. Address for Correspondence All correspondence regarding share transfers, dematerialization of share
certificates and other related matters should be addressed to M/s. Maheshwari
Datamatics (P) Limited,23, R.N. Mukherjee Road, 5th Floor Kolkata-700001 (West
Bengal)
Members are requested to quote their folio number/DP Id & Client Id in all
their correspondence with the Company & the Registrars.
18. Registrar & Share Transfer Agent Maheshwari Datamatics (P) Limited. 23, R.N. Mukherjee Road, 5th Floor
Kolkata-700 001 (West Bengal)
19. List of all Credit Ratings obtained by Not Applicable
the entity along with any revisions
thereto during the relevant financial
year, for all Debt Instruments of
such Entity or any Fixed Deposit
Programme or any Scheme or
proposal of the Listing Entity
Involving Mobilization of Funds,
whether in India or abroad
20. Categories of Shareholders as on Category Total No. % of
March 31, 2022 Shares held Shareholding
1. Shareholding of Promoter and Promoter Group
A. Indian 119360900 70.28
B. Foreign
Total Shareholding of Promoter and 119360900 70.28
Promoter Group
2. Public Shareholding
A. Institutions
a. Foreign Portfolio Investor 11894000 7.00
B. Non-Institutions
a. Bodies Corporate 24701238 14.54
b. Individual Holding
i) Nominal Shares Capital up to Rs. 2 Lakh 2785376 1.64
ii) Nominal Share Capital in excess of Rs. 2 Lakh 8383260 4.94
c. Resident Individual (HUF) 156738 0.09
d. Investor Education and Protection 175500 0.10
Fund Authority
e. Non Resident Individual 15005 0.01
C. Any Other - Clearing Member 342848 0.20
Total Public Shareholding 48453965 28.53
3. Shares Held By Custodians and against which 0 0
Depository Receipts have been issued (Public)
Grand Total (A+B+C) 169845100 100.00

82 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM AND WHISTLE BLOWER POLICY


The Company has formulated a codified Whistle Blower Policy in order to encourage Directors and employees of the Company
to escalate to the level of the Audit Committee any issue of concerns impacting and compromising with the interest of the
Company and its stakeholders in anyway. The Company is committed to adhere to highest possible standards of ethical, moral
and legal business conduct and to open communication and to provide necessary safeguards for protection of employees
from reprisals or victimization, for whistle blowing in good faith. The said Policy is available on the Company’s website-www.
authum.com.
The Company affirms that none of the employees have been denied access to the Audit Committee. Quarterly report with
number of complaints received, if any, under the Whistle Blower Policy and their outcome is placed before the Audit Committee
of the Company at quarterly intervals.

COMPLIANCE WITH MANDATORY REQUIREMENTS


The Company has complied with all the mandatory requirements prescribed under the Listing Regulations.

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.

POLICY FOR DETERMINING ‘MATERIAL’ SUBSIDIARIES


The reference of the same is given in the Boards’ Report.

POLICY ON DEALING WITH RELATED PARTY TRANSACTIONS


The reference of the same is given in the Boards’ Report.
DISCLOSURE OF COMMODITY PRICE RISKS AND COMMODITY HEDGING ACTIVITIES: NIL

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.

PRACTICING COMPANY SECRETARY CERTIFICATION


A certificate from practicing company secretary confirming that none of the Directors on the Board of the Company were
debarred or disqualified from being re-appointed under retirement by rotation and/or continuing as Directors of the Company
by SEBI, Ministry of Corporate Affairs or any other statutory authorities is attached as Annexure B.

Annual Report 2022-23 | 83


DETAILS OF FEES PAID TO STATUTORY AUDITOR
Statutory Auditor: M/s. H. R. Agarwal & Associates, Chartered Accountants, Kolkata

Payment to Auditors Amount in Rs. (excluding GST)


Statutory audit fee 1,50,000/-
Tax audit fee 59,000/-
Other services 57,000/-
Out of pocket -
Total 266,000/-

DETAILS OF SEXUAL HARASSMENT COMPLAINTS RECEIVED AND REDRESSED


Number of complaints filed during the Number of complaints disposed of Number of complaints pending as at
financial year during the financial year end of the financial year
Nil Nil Nil

COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE


The Company is in compliance with the requirements stipulated under Regulation 17 to 27 read with Schedule V and clauses
(b) to (i) of Regulation 46 (2) of the Listing Regulations, to the extent as applicable, with regards to Corporate Governance.

CHIEF EXECUTIVE OFFICER/CHIEF FINANCIAL OFFICER CERTIFICATE


In terms of Regulation 17(8) of the Listing Regulations, the Whole Time Director and the CFO have given a certificate to the
Board as contemplated in Schedule - V of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and is separately annexed as Annexure C.

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.

ANNEXURE ‘A’ TO CORPORATE GOVERNANCE REPORT

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND


SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY’S CODE OF
CONDUCT
This is to confirm that the Company has obtained from all the Members of the Board and Senior Management personnel
affirmation that they have complied with the Code of Conduct for Directors and senior management personnel as required
under Regulation 26(3) of the Listing Regulations for the F.Y. 2022-23.

Amit Dangi
Whole Time Director
DIN: 06527044
Place: Mumbai
Date: August 4, 2023

84 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

ANNEXURE ‘B’ TO CORPORATE GOVERNANCE REPORT

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS


(Pursuant To Regulation 34(3) and Schedule V Para C Clause (10)(I) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015

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.

For Mayank Arora & Co.,


Company Secretaries
(ICSI Unique Code P2023MH094900)

Mayank Arora Place: Mumbai


Partner Date: 06/06/2023
Membership No.: F10378 UDIN number: F010378E000462588
COP No.: 13609

Annual Report 2022-23 | 85


CHIEF EXECUTIVE OFFICER/ CHIEF FINANCIAL
OFFICER COMPLIANCE CERTIFICATE

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

86 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

ANNEXURE ‘D’ TO CORPORATE GOVERNANCE REPORT


CERTIFICATE ON CORPORATE GOVERNANCE

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.

For Mayank Arora & Co.,


Company Secretaries
(ICSI Unique Code P2023MH094900)

Mayank Arora Place: Mumbai


Partner Date: 06/06/2023
Membership No.: F10378 UDIN number: F010378E000462610
COP No.: 13609

Annual Report 2022-23 | 87


INDEPENDENT AUDITOR’S REPORT
TO
THE MEMBERS OF
AUTHUM INVESTMENT & INFRASTRUCTURE LIMITED

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.

Opinion Information Other than the Standalone Financial


We have audited the accompanying standalone financial Statements and Auditor’s Report Thereon
statements of Authum Investment & Infrastructure Limited The Company’s Board of Directors is responsible for the
(“the Company”) which comprises the Balance Sheet as at preparation of the other information. The other information
March 31, 2023, the Statement of Profit and Loss (including comprises the information included in the Board’s Report
Other Comprehensive Income), the Statement of Changes in including Annexures to Board’s Report, but does not include
Equity and statement of Cash Flows for the year then ended, the standalone financial statements and our auditor’s report
and notes to the financial statements, including a summary thereon.
of significant accounting policies and other explanatory
Our opinion on the standalone financial statements does
information (hereinafter referred to as “the standalone
not cover the other information and we do not express any
financial statements”).
form of assurance conclusion thereon.
In our opinion and to the best of our information and
In connection with our audit of the standalone financial
according to the explanations given to us, the aforesaid
statements, our responsibility is to read the other
standalone financial statements give the information
information and, in doing so, consider whether the other
required by the Companies Act, 2013 (“the Act”) in the manner
information is materially inconsistent with the standalone
so required and give a true and fair view in conformity with
financial statements or our knowledge obtained during the
the accounting principles generally accepted in India, of the
course of our audit or otherwise appears to be materially
state of affairs of the Company as at March 31, 2023, and
misstated.
its profit (including other comprehensive income), changes
in equity and its cash flows for the year ended on that date. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information,
Basis for Opinion we are required to report that fact. We have nothing to report
We conducted our audit in accordance with the Standards in this regard.
on Auditing (SAs) specified under section 143(10) of
the Companies Act, 2013. Our responsibilities under Management’s Responsibility for the Standalone
those Standards are further described in the Auditor’s Financial Statements
Responsibilities for the Audit of the standalone financial The Company’s Board of Directors is responsible for the
statements section of our report. We are independent of the matters stated in section 134(5) of the Companies Act, 2013
Company in accordance with the Code of Ethics issued by (“the Act”) with respect to the preparation of these standalone
the Institute of Chartered Accountants of India together with financial statements that give a true and fair view of the
the ethical requirements that are relevant to our audit of the financial position, financial performance (including other
standalone financial statements under the provisions of the comprehensive income), changes in equity and cash flows of
Companies Act, 2013 and the Rules thereunder, and we have the Company in accordance with the accounting principles
fulfilled our other ethical responsibilities in accordance generally accepted in India, including the Indian Accounting
with these requirements and the Code of Ethics. We believe Standards (Ind AS) specified under section 133 of the Act,
that the audit evidence we have obtained is sufficient read with the Companies (Indian Accounting Standards)
and appropriate to provide a basis for our opinion on the Rules, 2015, as amended. This responsibility also includes
standalone financial statements. maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding of the assets
Key Audit Matters of the Company and for preventing and detecting frauds and
Key audit matters are those matters that, in our professional other irregularities; selection and application of appropriate
judgment, were of most significance in our audit of the accounting policies; making judgments and estimates that
standalone financial statements of the current period. These are reasonable and prudent; and design, implementation
matters were addressed in the context of our audit of the and maintenance of adequate internal financial controls,
standalone financial statements as a whole, and in forming that were operating effectively for ensuring the accuracy
our opinion thereon, and we do not provide a separate and completeness of the accounting records, relevant to the

88 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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

Annual Report 2022-23 | 89


c. The Balance Sheet, the Statement of Profit and Loss in writing or otherwise, that the Intermediary
(including Other Comprehensive Income), the Statement shall, whether, directly or indirectly lend or
of Changes in Equity and the Statement of Cash Flows invest in other persons or entities identified in
dealt with by this Report are in agreement with the any manner whatsoever by or on behalf of the
books of account. company (“Ultimate Beneficiaries”) or provide
any guarantee, security or the like on behalf of
d. In our opinion, the aforesaid standalone financial
the Ultimate Beneficiaries;.
statements comply with the Ind AS prescribed under
section 133 of the Act read with the Companies (Indian b) The management has represented, that,
Accounting Standards) Rules, 2015, as amended. to the best of its knowledge and belief, no
funds have been received by the company
e. On the basis of the written representations received
from any person(s) or entity(ies), including
from the directors as on 31st March, 2023 taken on
foreign entities (“Funding Parties”), with the
record by the Board of Directors, none of the directors
understanding, whether recorded in writing or
is disqualified as on 31st March, 2023 from being
otherwise, that the company shall, whether,
appointed as a director in terms of Section 164 (2) of
directly or indirectly, lend or invest in other
the Act.
persons or entities identified in any manner
f. With respect to the adequacy of the internal financial whatsoever by or on behalf of the Funding
controls over financial reporting of the Company and Party (“Ultimate Beneficiaries”) or provide any
the operating effectiveness of such controls, refer to our guarantee, security or the like on behalf of the
separate Report in Annexure “B” and Ultimate Beneficiaries; and
g. In our opinion, the managerial remuneration for the c) Based on such audit procedures that we
year ended March 31, 2023 has been paid/provided considered reasonable and appropriate in
by the Company to its directors in accordance with the the circumstances, nothing has come to our
provisions of section 197 read with Schedule V to the Act notice that has caused us to believe that the
representations under sub-clause (i) and (ii) of
h. With respect to the other matters to be included in
Rule 11(e) as provided under (a) and (b) contain
the Auditor’s Report in accordance with Rule 11 of
any material mis-statement.
the Companies (Audit and Auditors) Rules, 2014, in
our opinion and to the best of our information and v. The Company has not declared or paid any dividend
according to the explanations given to us: during the year.
i. The Company does not have any pending litigations vi. As proviso to Rule 3(1) of the Companies (Accounts)
which would impact its financial position. Rules, 2014 (as amended), which provides for books
of account to have the feature of audit trail (edit log)
ii. The Company did not have any long-term contracts
in the accounting software used by the Company,
including derivative contracts for which there were
is applicable to the Company only with effect from
any material foreseeable losses.
financial year beginning April 1, 2023, the reporting
iii. There were no amounts which were required to be under clause (g) of Rule 11 of the Companies (Audit
transferred to the Investor Education and Protection and Auditors) Rules, 2014 (as amended), is not
Fund by the Company. applicable.
iv. a) The management has represented that, to the For H.R. Agarwal & Associates
best of its knowledge and belief, no funds have Chartered Accountants
been advanced or loaned or invested (either Firm Reg. No: 323029E
from borrowed funds or share premium or any
other sources or kind of funds) by the company Shyam Sunder Agarwal
to or in any other person(s) or entity(ies), Partner
including foreign entities (“Intermediaries”), Place: Mumbai Membership No: 060033
with the understanding, whether recorded Date: May 30, 2023 UDIN: 23060033BGUDFJ1343

90 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

Annexure – A to the Independent Auditors’ Report


The Annexure referred to in our Independent Auditors’ Report to the members of the Company on the standalone financial
statements for the year ended 31st March 2023, we report that:
1. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of
Property, Plant and Equipment. The Company does not have any intangible assets.
(b) According to the information and explanations given to us, the Property, plant and equipment have been physically
verified by the management in accordance with a phased programme of verification, which in our opinion is
reasonable, considering the size and the nature of its business. The frequency of verification is reasonable and no
material discrepancies have been noticed on such physical verification.
(c) The title deeds of all the immovable properties (other than properties where the Company is the lessee and the
lease agreements are duly executed in favour of the lessee) as disclosed in Note 8 on investment property to the
standalone financial statements, are not held in the name of the Company. Details as below: (Also refer Note 37)

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.

Annual Report 2022-23 | 91


5. The Company has not accepted any deposits or amounts on account of or to meet the obligations of its
which are deemed to be deposits from the public. subsidiary.
Accordingly, clause 3(v) of the Order is not applicable.
(f) According to information and explanation given to
6. As informed to us, the Central Government has not us, the Company has not raised any loans during
prescribed maintenance of cost records under sub- the year on the pledge of securities held in its
section (1) of Section 148 of the Act, in respect of the subsidiary.
activities carried on by the Company.
10. (a) The Company has not raised any money by way of
7. a) According to the information and explanations given initial public offer or further public offer (including
to us and on the basis of our examination of the debt instruments) during the year. Accordingly, the
books and records of the Company, the Company reporting under clause 3(x)(a) of the Order is not
is regular in depositing undisputed statutory dues applicable to the Company.
(including GST, income tax, other statutory dues
(b) According to the information and explanations given
applicable to it) with appropriate authorities.
to us and on the basis of our examination of the
According to the information and explanations given
records of the Company, the Company has not made
to us, there were no undisputed amounts payable
any preferential allotment or private placement of
in respect of GST, Income-tax, and other statutory
shares or convertible debentures (fully, partially or
dues in arrears were outstanding as at 31st March,
optionally convertible) during the year. Accordingly,
2023 for a period of more than six months from the
the reporting under clause 3(x)(b) of the Order is
date they became payable.
not applicable to the Company.
b) According to the information and explanations
11. (a) During the course of our examination of the
given to us, there are no such statutory dues which
books and records of the Company, carried out in
have not been deposited on account of any dispute.
accordance with the generally accepted auditing
8. According to the information and explanations given practices in India, and according to the information
to us and the records of the Company examined by us, and explanations given to us, we have neither
there are no transactions in the books of account that come across any instance of material fraud by the
has been surrendered or disclosed as income during Company or on the Company, noticed or reported
the year in the tax assessments under the Income Tax during the year, nor have we been informed of any
Act, 1961, that has not been recorded in the books of such case by the Management.
account.
(b) In our opinion and according to the information
9. (a) According to the records of the Company examined and explanations given to us, no report under sub-
by us and the information and explanations given section (12) of section 143 of the Act has been filed
to us, the Company has not defaulted in repayment by the auditors in Form ADT -4 as prescribed under
of loans or other borrowings or in the payment of rule 13 of Companies (Audit and Auditors) Rules,
interest to any lender, as applicable, during the year. 2014 with the Central Government.
(b) According to the information and explanations given (c) According to the information and explanations
to us and on the basis of our audit procedures, we given to us, there were no whistle blower complaints
report that the Company has not been declared received during the year by the Company.
wilful defaulter by any bank or financial institution
12. According to the information and explanations given to
or other lender.
us, the Company is not a Nidhi Company. Accordingly,
(c) In our opinion, and according to the information clause 3(xii) of the Order is not applicable.
and explanations given to us, the term loans have
13. In our opinion and according to the information and
been applied for the purposes for which they were
explanations given to us, the transactions with related
obtained.
parties are in compliance with Sections 177 and 188
(d) According to the information and explanations given of the Companies Act, 2013, where applicable, and the
to us, and the procedures performed by us, and on details of the related party transactions have been
an overall examination of the standalone financial disclosed in the standalone financial statements as
statements of the Company, we report that no funds required by the applicable Indian Accounting Standards.
raised on short-term basis have been used for long-
14. (a) In our opinion and according to the information
term purposes by the Company.
and explanation given to us, the Company has an
(e) On an overall examination of standalone financial internal audit system commensurate with the size
statements of the Company, the Company has and nature of its business.
not taken any funds from any entity or person

92 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

(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

Annual Report 2022-23 | 93


Annexure - B to the Independent Auditors’ Report

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

94 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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

Annual Report 2022-23 | 95


Standalone Balance Sheet as at 31st MARCH 2023
(H In Crores)
S. Particulars Note As at As at
No. No. 31/03/2023 31/03/2022
ASSETS
1 Financial Assets
(a) Cash and Cash Equivalents 2 67.93 42.08
(b) Bank Balance other than (a) above 3 66.67 500.06
(c) Receivables
(I) Trade Receivables 4 0.21 6.49
(II) Other Receivables - -
(d) Loans 5 91.48 33.45
(e) Investments 6 3,593.40 3,185.72
(f ) Other Financial Assets 7 1.47 94.38
2 Non-Financial Assets
(a) Investment Property 8 179.93 141.58
(b) Property, Plant and Equipment 9 4.94 0.68
(c) Other Non-Financial Assets 10 15.42 14.63
Total Assets 4,021.45 4,019.06
LIABILITIES AND EQUITY
LIABILITIES
1 Financial Liabilities
(a) Payables
(I) Trade Payables
(i) total outstanding dues of micro enterprises and small - -
enterprises
(ii) total outstanding dues of creditors other than micro 11 45.79 -
enterprises and small enterprises
(b) Borrowings (Other than Debt Securities) 12 767.81 669.27
(c) Subordinated Liabilities 13 202.00 202.00
(d) Other Financial Liabilities 14 9.47 -
2 Non-Financial Liabilities
(a) Provisions 15 0.42 25.07
(b) Other Non-Financial Liabilities 16 4.94 1.40
3 EQUITY
(a) Equity Share Capital 17 16.98 16.98
(b) Other Equity 18 2,974.03 3,104.32
Total Liabilities and Equity 4,021.45 4,019.06

The accompanying notes form an integral part of the financial statements.


In term of our report of even date annexed herewith
For H.R. Agarwal & Associates For and on behalf of the Board
Chartered Accountants
Firm Reg No: 323029E
Shyam Sunder Agarwal Amit Dangi Sanjay Dangi
Partner Whole Time Director Director
Membership No: 060033 DIN: 06527044 DIN: 00012833
UDIN: 23060033BGUDFJ1343
Place: Mumbai Deepak Dhingra Hitesh Vora
Date: 30th May, 2023 Chief Financial Officer Company Secretary

96 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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

The accompanying notes form an integral part of the financial statements.


In term of our report of even date annexed herewith
For H.R. Agarwal & Associates For and on behalf of the Board
Chartered Accountants
Firm Reg No: 323029E
Shyam Sunder Agarwal Amit Dangi Sanjay Dangi
Partner Whole Time Director Director
Membership No: 060033 DIN: 06527044 DIN: 00012833
UDIN: 23060033BGUDFJ1343
Place: Mumbai Deepak Dhingra Hitesh Vora
Date: 30th May, 2023 Chief Financial Officer Company Secretary

Annual Report 2022-23 | 97


Standalone Cash Flow Statement for the year ended 31st MARCH 2023
(H In Crores)
S. Particulars For the year For the year
No. ended 31.03.2023 ended 31.03.2022
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit before tax 287.18 825.89
Adjustment for:
Interest Expenses 45.87 29.65
Depreciation, Amortization and Impairment 1.12 0.09
Rent Income (3.24) -
Net (Gain)/ Loss on Sale of Investments (466.17) (468.52)
Net (Gain)/ Loss on Investments Property Sold / Discarded 0.11 35.10
Operating Profit (135.13) 422.22
Adjustment for working capital changes
Decrease/(Increase) in Receivables 6.28 (6.49)
Decrease/(Increase) in Loans (58.04) 87.50
Decrease/(Increase) in Other Financial Assets 92.90 (94.38)
Decrease/(Increase) in Other Non-Financial Assets (3.30) (0.09)
Increase / (decrease) in Trade Payables 45.79 (9.32)
Increase / (decrease) in Other Financial Liabilities 9.47 (0.06)
Increase / (decrease) in Other Non-Financial Liabilities 3.54 0.43
Cash generated /(used) from operations (38.48) 399.82
Income Tax Paid (net of refunds) (69.13) (138.23)
Net cash generated /(used) from operating activities (A) (107.61) 261.60
B. CASH FLOW FROM INVESTING ACTIVITIES
(Purchase)/Sale of Investments (312.00) (68.40)
(Purchase)/Sale of Property, Plant and Equipment (5.38) (0.77)
(Purchase)/Sale of Investments Property (38.46) (1.04)
Rent Income 3.24 -
Movement in Other Bank Balances 433.39 (500.06)
Net cash generated /(used) from investing activities (B) 80.79 (570.26)
C. CASH FLOW FROM FINANCING ACTIVITIES
Proceed/(Repayment) of Redeemable Preference Shares - (9.75)
Proceeds/(Repayment) of Borrowings 98.54 375.62
Interest Expenses (45.87) (29.65)
Net cash generated /(used) from financing activities (C) 52.67 336.22
Net Increase/(decreased) in cash and cash equivalents during the year (A+B+C) 25.85 27.56
Cash and cash equivalents at the beginning of the year 42.08 14.52
Cash and cash equivalents at the end of the year 67.93 42.08
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.

The accompanying notes form an integral part of the financial statements.


In term of our report of even date annexed herewith
For H.R. Agarwal & Associates For and on behalf of the Board
Chartered Accountants
Firm Reg No: 323029E
Shyam Sunder Agarwal Amit Dangi Sanjay Dangi
Partner Whole Time Director Director
Membership No: 060033 DIN: 06527044 DIN: 00012833
UDIN: 23060033BGUDFJ1343
Place: Mumbai Deepak Dhingra Hitesh Vora
Date: 30th May, 2023 Chief Financial Officer Company Secretary

98 | Authum Investments & Infrastructure Limited


Statement of Changes in Equity for the year ended 31st MARCH 2023
A) SHARE CAPITAL
(1) Current Reporting Period (H in Crores)
Balance at the beginning of the Changes in Equity Share Capital Restated balance at the Changes in equity share capital Balance at the end of the
current reporting period (As at due to prior period errors beginning of the current during the current year current reporting period (As at
1st April 2022) reporting period 31st March, 2023)
16.98 - 16.98 - 16.98

(2) Previous Reporting Period (H in Crores)


Balance at the beginning of the Changes in Equity Share Capital Restated balance at the Changes in equity share capital Balance at the end of the
current reporting period (As at due to prior period errors beginning of the current during the current year current reporting period (As at
1st April 2021) reporting period 31st March, 2022)
16.14 - 16.14 0.85 16.98

B) OTHER EQUITY
(1) Current Reporting Period (H in Crores)

Particulars Reserve & Surplus Other Total


Capital Securities Other Reserves Comprehensive
Reserve Premium Statutory Amalgamation Capital Retained Income
Reserve Reserve Redemption Earnings
Fund Reserve
Balance at the beginning of the current reporting period (as - 661.89 174.09 10.56 1.50 637.89 1,618.40 3,104.32
at 01.04.2022)
Changes in accounting policy/prior period errors - - - - - - - -
Restated balance at the beginning of the current reporting - 661.89 174.09 10.56 1.50 637.89 1,618.40 3,104.32
period
Profit for the year - - - - - 240.20 - 240.20
Other comprehensive income for the year - - - - - - (370.49) (370.49)
Total comprehensive income for the year - - - - - - 1,247.91 (130.29)
Dividend - - - - - - - -
Any other changes:
Transfer to statutory reserve fund - - 48.04 - - (48.04) - -
Balance at the end of the current reporting period (as at - 661.89 222.13 10.56 1.50 830.05 1,247.91 2,974.03
March 31, 2023)
Statutory Reports
Corporate Overview

Financial Statements

Annual Report 2022-23 | 99


Statement of Changes in Equity for the year ended 31st MARCH 2023
(2) Previous Reporting Period (H in Crores)

Particulars Reserve & Surplus Other Total


Capital Securities Other Reserves Comprehensive
Reserve Premium Statutory Amalgamation Capital Retained Income
Reserve Reserve Redemption Earnings
Fund Reserve
Balance at the beginning of the current reporting period (as - 32.74 40.34 10.56 106.65 595.37 785.65
at 01.04.2021)
Changes in accounting policy/prior period errors - - - - - - - -
Restated balance at the beginning of the current reporting - 32.74 40.34 10.56 - 106.65 595.37 785.65
period
Profit for the year - - - - - 668.74 - 668.74
Other comprehensive income for the year - - - - - - 1,023.03 1,023.03
Total comprehensive income for the year - - - - - - 1,618.40 1,691.77

100 | Authum Investments & Infrastructure Limited


Dividend - - - - - - - -
Any other changes:
Transfer to statutory reserve fund - - 133.75 - - (133.75) - -
Transfer to capital redemption reserve - - - - 1.50 (1.50) -
Repayment of premium on redemption of Redeemable - (2.25) (2.25)
Preference shares
Security premium proceeds on issue of equity shares (Refer - 629.15 - - - - - 629.15
note 17 Equity and 18 Other Equity)
Balance at the end of the current reporting period (as at - 661.89 174.09 10.56 1.50 637.89 1,618.40 3,104.32
March 31, 2022)

The accompanying notes form an integral part of the financial statements.


In term of our report of even date annexed herewith
For H.R. Agarwal & Associates For and on behalf of the Board
Chartered Accountants
Firm Reg No: 323029E
Shyam Sunder Agarwal Amit Dangi Sanjay Dangi
Partner Whole Time Director Director
Membership No: 060033 DIN: 06527044 DIN: 00012833
UDIN: 23060033BGUDFJ1343
Place: Mumbai Deepak Dhingra Hitesh Vora
Date: 30th May, 2023 Chief Financial Officer Company Secretary
Corporate Overview
Statutory Reports
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.

(b) SIGNIFICANT ACCOUNTING POLICIES


Basis of Preparation of Financial Statements
The financial statements has been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under
Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other
relevant provisions of the Act.
Company’s financial statements are prepared in Indian Rupees, which is also its functional currency. The Financial
Statements have been prepared on a historical cost basis, except for certain financial instruments that are measured at
fair values at the end of each reporting period.

Measurement of fair values


The Company’s accounting policies and disclosures require the measurement of financial assets and liabilities at fair
values. The Company has established policies and procedures with respect to measurement of fair values.
The Company classifies the fair value of its financial instruments in the following hierarchy, based on the inputs used in
their valuation:
Level 1 - The fair value of financial instruments traded in active markets is based on quoted (unadjusted) market prices
at the end of the reporting period.
Level 2 - The fair valuation of instruments not traded in active markets is determined based on observable market data
and by using valuation techniques.
Level 3 - Where one or more of the significant inputs are not from observable market data.

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.

Annual Report 2022-23 | 101


Notes to the financial statements for the year ended 31st MARCH 2023
c) On final settlement or squaring-up of contracts for Equity Index/stock Futures, the profit or loss is calculated as
difference between settlement/ squaring–up price and contract price. Accordinglydebit or credit balance pertaining
to the settled/squared-up contract in “Mark-to-Market Margin-Equity Index/Stock Futures account “is recognized in
the profit and loss account upon expiry of the Contracts. When more than one contract in respect of the relevant
series of Equity Index/Stock Futures to which the squared-up contract pertains is outstanding at the time of the
squaring-up of the Contract, the contract price of the contract so squared-up is determined using weighted average
method for calculating profit/loss on squaring-up.

Financial Assets Initial Recognition


All financial assets are initially recognized at fair value. Transaction costs that are directly attributable to the acquisition
or issue of financial assets, which are not at fair value through profit or loss, are adjusted to the fair value on initial
recognition.

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.

Financial assets at fair value through other comprehensive income: (FVTOCI)


Financial assets are subsequently measured at fair value through other comprehensive income if these financial assets
are held within a business model whose objective is achieved by both collecting contractual cash flows and selling
financial assets and the contractual terms of financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on principal and the interest on the principal outstanding.

Financial assets at Fair value through profit or loss: (FVTPL)


Any financial asset not subsequently measured at amortized cost or at fair value through other comprehensive income,
is subsequently measured at fair value through profit or loss. Financial assets falling in this category are measured at fair
value and all changes are recognized in the Statement of Profit and Loss.

Investments in Subsidiary and Associates


The Company has accounted for its investments in Subsidiary and Associates at cost.
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.

Financial Liabilities Initial Recognition


All financial liabilities are initially recognized at fair value. Transaction costs that are directly attributable to the acquisition
or issue of financial liabilities, which are not at fair value through profit or loss, are adjusted to the fair value on initial
recognition.

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.

Impairment of Financial Assets


The Company applies the Expected Credit Loss (ECL) model for recognizing impairment losses if any on financial assets.

102 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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.

Offsetting of financial instruments


Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet when the Company
has a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis, or
realize the asset and settle the liability simultaneously.

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.

Defined benefit plans


Gratuity
The Company provides a lump sum payment to eligible employees, at retirement or resignation of employment based on
the last drawn salary and years of employment with the Company as per the provisions of the Payment of Gratuity Act,
1972.
The liability or asset recognized in the Balance Sheet in respect of a defined gratuity plan is the present value of defined
benefit obligation at the end of the reporting period less the fair value of plan assets. Gratuity liability is a defined benefit
obligation and is recorded based on actuarial valuation using the projected unit credit method made at the end of the
year.
The present value of defined benefit obligation is determined by discounting the estimated future cash out flows by
reference to market yields at the end of the reporting period on government bonds that have terms approximating to
the terms of the related obligation. The gratuity liability and net periodic gratuity cost is actuarially determined after
considering discount rates, expected long term return on plan assets and increase in compensation levels.

Recognition and Measurement of Defined Benefit Plans


Re-measurement gains or losses arising from Experience Adjustments and changes in actuarial assumptions are
recognized in the period they occur, directly in the Other Comprehensive Income. They are included in the statement of
changes in equity and in the Balance Sheet. Re-measurements comprising actuarial gains or losses and return on plan
assets (excluding amounts included in net interest on the net defined benefit liability) are not reclassified to Statement
of Profit or Loss in subsequent periods.
Changes in present value of the defined benefit obligation resulting from plan amendments or curtailments are recognized
immediately in the Statement of Profit and Loss.

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.

Annual Report 2022-23 | 103


Notes to the financial statements for the year ended 31st MARCH 2023
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.

Current and Deferred tax for the year - OCI


Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other
comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other
comprehensive income or directly in equity respectively.

Property, plant and equipment


The property plant and equipment are the assets held for the use in the supply of services.
Property, plant and equipment’s are stated in the balance sheet at cost (net of duty/ tax credit availed) less accumulated
depreciation and accumulated impairment losses.
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.

104 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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.

Foreign Currency Transactions


Transactions in foreign currency are accounted at the exchange rates prevailing on the date of the transaction. Monetary
assets and liabilities denominated in foreign currencies are translated at the functional currency closing rates of exchange
at the reporting date.
Exchange differences arising on settlement or translation of monetary items are recognised in Statement of Profit and
Loss except to the extent of exchange differences which are regarded as an adjustment to interest costs on foreign
currency borrowings that are directly attributable to the acquisition or construction of qualifying assets, are capitalized
as cost of assets.
Non-monetary items that are measured in terms of historical cost in a foreign currency are recorded using the exchange
rates at the date of the transaction. Non-monetary items measured at fair value in a foreign currency are translated using
the exchange rates at the date when the fair value was measured. The gain or loss arising on translation of non-monetary
items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the

Annual Report 2022-23 | 105


Notes to the financial statements for the year ended 31st MARCH 2023
item (i.e., translation differences on items whose fair value gain or loss is recognised in OCI or Statement of Profit and
Loss are also recognised in OCI or Statement of Profit and Loss, respectively).

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.

Cash Flow Statement


Statement of cash flows are reported using the indirect method, whereby profit for the period is adjusted for the effects
of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and
item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing
and financing activities of the Company are segregated.

Provisions and Contingent Liabilities


Provisions are recognized when the Company, as a result of a past event, has a present obligation and it is probable that
the Company will be required to settle the obligation for which a reliable estimate can be made.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation
at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a
provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present
value of those cash flows (when the effect of the time value of money is material). When discounting is used, the increase
in the provision due to the passage of time is recognised as a finance cost.

Contingent liabilities are disclosed when


(i) there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence
or non-occurrence of one or more uncertain future events not wholly within the control of the Company (or)
(ii) there is a present obligation that arises from past events where it is either not probable that an outflow of resources
will be required to settle the obligation or a reliable estimate of the amount cannot be made.

Earnings Per Share


The basic earnings per share has been computed by dividing the net income attributable to equity shareholders by
weighted average number of equity shares outstanding during the year.
The diluted earnings per share has been computed using weighted average number of shares adjusted for effects of all
potentially dilutive equity shares.

(c) Critical accounting judgments and key sources of estimation uncertainty


The preparation of financial statements in accordance with Ind AS requires use of estimates and assumptions for some
items, which might have an effect on their recognition and measurement in the balance sheet and statement of profit
and loss. The estimates and associated assumptions are based on historical experience and other factors that are
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.

Useful lives of Property Plant and Equipment / Intangible Assets


Property, Plant and Equipment / Intangible Assets are depreciated / amortised over their estimated useful lives, after
taking into account estimated residual value. Management reviews the estimated useful lives and residual values of the
assets annually in order to determine the amount of depreciation / amortisation to be recorded during any reporting
period. The useful lives and residual values are based on the Company’s historical experience with similar assets and
take into account anticipated technological changes. The depreciation / amortisation for future periods is revised if there
are significant changes from previous estimates.

Impairment of Financial Assets


The impairment provisions for Financial Assets are based on assumptions about risk of default and expected cash loss
rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation,
based on Company’s past history, existing market conditions as well as forward looking estimates at the end of each
reporting period.

106 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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

NOTE: 4 RECEIVABLES (H In Crores)


Particulars As at As at
31 March, 2023 31 March, 2022
Trade Receivables
(a) Receivables considered good - Secured - -
(b) Receivables considered good - Unsecured 0.21 6.49
Total 0.21 6.49

1) Ageing of Trade Receivables


As at 31st March, 2023 Undisputed Trade Receivables
Considered good Considered doubtful
Within Credit Period 0.21 -
Outstanding for following periods from due date of payment
Less than 6 months - -
6 months to 1 year - -
1 year to 2 years - -
2 year to 3 years - -
More than 3 years - -
Total 0.21 -

As at 31st March, 2022 Undisputed Trade Receivables


Considered good Considered doubtful
Within Credit Period 6.49 -
Outstanding for following periods from due date of payment
Less than 6 months - -
6 months to 1 year - -
1 year to 2 years - -
2 year to 3 years - -
More than 3 years - -
Total 6.49 -
The managements expects no default in receipt of trade receivables; also there is no history of default observed by the
management. Hence, no ECL has been recognised on trade receivables.
There are no dues from directors or other officers of the Company or any firm or private company in which any director is a
partner, a director or a member.
Annual Report 2022-23 | 107
Notes to the financial statements for the year ended 31st MARCH 2023
NOTE: 5 LOANS (H In Crores)
Particulars As at As at
31 March, 2023 31 March, 2022
Amortised Cost
(A)
Loans repayable on Demand
Loans to Related Parties 15.87 10.12
Loan to other entities 75.62 23.33
Total (A)-Gross 91.48 33.45
Less: Impairment loss - -
Total (A)-Net 91.48 33.45
(B)
Secured by tangible Assets - -
Unsecured - 33.45
Total (B)-Gross - 33.45
Less: Impairment loss - -
Total (B)-Net - 33.45
(C)
Loans in India
(i) Public sector - -
(ii) Others 91.48 33.45
Total (C ) Gross 91.48 33.45
Less: Impairment loss - -
Total (C)-Net 91.48 33.45

Name of the parties As at As at


31 March, 2023 31 March, 2022
Amount % to Total Amount % to Total
outstanding Loans & outstanding Loans &
Advances Advances
Related Parties
a) Geetanjali Infosystems Private Limited 10.84 11.85% 10.12 30.24%
b) Berix Bearing Private Limited 4.50 4.92% - -
c) Reliance Commercial Finance Limited # 0.00 0.00% - -
d) Rumi Grown Diamonds Private Limited 0.52 0.57% - -
# 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.

108 | Authum Investments & Infrastructure Limited


Notes to the financial statements for the year ended 31st MARCH 2023
NOTE: 6 INVESTMENTS (H in Crores)

Particulars As At 31 March, 2023 As At 31 March, 2022


Amortised At Fair value Subtotal Others * Total Amortised At Fair value Subtotal Others * Total
Cost Through Other Through Designated Cost Through Other Through Designated
Comprehensive profit or at fair value Comprehensive profit or at fair value
Income loss through Income loss through
P&L P&L
(A)
Mutual Funds/Other Funds - - - - - 40.40 40.40 - - - - - 21.08 21.08
Equity Instruments - Listed - 2,903.42 317.70 - 3,221.12 - 3,221.12 - 3,037.90 28.19 - 3,066.09 - 3,066.09
Equity Instruments - Unlisted - - - - - 61.06 61.06 - - - - - 61.11 61.11
Investments in Subsidiaries # - - - - 231.09 231.09 - - - -
Investments in Preference Shares - - - - - 3.21 3.21 - - - - - 1.40 1.40
Investments in Debentures - - - - - 35.63 35.63 - - - - - 36.04 36.04
Investment in Gold Bar - - - - - 0.89 0.89 - - - - - - -
Total (A) Gross - 2,903.42 317.70 - 3,221.12 372.28 3,593.40 - 3,037.90 28.19 - 3,066.09 119.64 3,185.72
* Others Valued at cost
(B)
(i) Investment outside India - - - - - - - - - - - -
(ii) Investment in India - 2,903.42 317.70 - 3,221.12 372.28 3,593.40 - 3,037.90 28.19 - 3,066.09 119.64 3,185.72
Total (B) Gross - 2,903.42 317.70 - 3,221.12 372.28 3,593.40 - 3,037.90 28.19 - 3,066.09 119.64 3,185.72
(C)
Less:
Allowance for impairment loss (C) - - - - - - - - - - - -
Total Net D=(A-C) - 2,903.42 317.70 - 3,221.12 372.28 3,593.40 - 3,037.90 28.19 - 3,066.09 119.64 3,185.72

# 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

Annual Report 2022-23 | 109


Notes to the financial statements for the year ended 31st MARCH 2023
NOTE: 7 OTHER FINANCIAL ASSETS (H In Crores)
Particulars As at As at
31 March, 2023 31 March, 2022
Other Receivables 1.47 0.62
Share Application Money Pending Allotment - 93.75
Total 1.47 94.38

NOTE: 8 INVESTMENT PROPERTY (H In Crores)


Particulars As at As at
31 March, 2023 31 March, 2022
Investment in Immovable Property
Opening Balance 141.58 175.64
Add:Additions During the year 45.93 1.77
Less: Disposals 7.58 35.84
Total 179.93 141.58
(i) Amount recognised in the Statement of Profit and Loss for Investment property is H0.11 Crores (Previous Year H0.10
Crores) pertaining to loss on sale of investment property.

NOTE: 9 PROPERTY, PLANT AND EQUIPMENTS (H In Crores)

Particulars Computer Office Furniture & Motor Total


Equipments Fixtures Vehicle
Gross Block
Balance as at April 01, 2021 0.02 - - - 0.02
Additions 0.06 0.01 - 0.69 0.77
Disposals 0.00 - - - 0.00
Balance as at March 31, 2022 0.08 0.01 - 0.69 0.78
Additions 0.04 0.01 0.02 5.31 5.38
Disposals -
Balance as at March 31, 2023 0.11 0.02 0.02 6.01 6.16
Accumulated Depreciation and Impairment
Balance as at April 01, 2021 0.01 - - - 0.01
Charge for the year 0.03 0.00 - 0.06 0.09
Disposals - - - - -
Balance as at March 31, 2022 0.04 0.00 - 0.06 0.10
Charge for the year 0.04 0.01 0.00 1.08 1.12
Disposals - - - - -
Balance as at March 31, 2023 0.08 0.01 0.00 1.14 1.22
Net carrying amount as at March 31, 2022 0.04 0.01 - 0.63 0.68
Net carrying amount as at March 31, 2023 0.04 0.01 0.02 4.87 4.94

NOTE: 10 OTHER NON-FINANCIAL ASSETS (H In Crores)


Particulars As at As at
31 March, 2023 31 March, 2022
Security Deposits 3.16 0.37
Balance With Government Authorities 11.76 14.25
Other Receivables 0.49 0.01
Total 15.42 14.63

110 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
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 -

a) Ageing of Trade Payables


i) Undisputed Trade Payables
Particulars As at 31 March, 2023 As at 31 March, 2022
MSME Others MSME Others
Outstanding for following periods from due date of payment - - - -
Less than 1 year - 45.79 - -
1 year to 2 years - - - -
2 year to 3 years - - - -
More than 3 years - - - -
Total - 45.79 - -

ii) Disputed Trade Payables


Particulars As at 31 March, 2023 As at 31 March, 2022
MSME Others 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 - - - -

NOTE: 12 BORROWINGS (H In Crores)


Particulars As at As at
31 March, 2023 31 March, 2022
At Amortised Cost
In India
(a) Term Loans
- from Bank (Secured) 2.30 -
(b) Loans repayable on demand
- from Financial Institutions (Secured) 659.00 354.17
- from Related Parties (Unsecured) 106.50 14.83
- from Other Parties (Unsecured) - 300.27
Outside India - -
Total 767.81 669.27
Note:
The borrowings have not been guaranteed by directors or others. The Company has not defaulted in repayment of principal
and interest to its lenders.

Annual Report 2022-23 | 111


Notes to the financial statements for the year ended 31st MARCH 2023
NOTE: 12 BORROWINGS (Contd.)
The Company has utilised the funds raised from banks and financial institutions for the specific purpose for which they were
borrowed.
The Company has borrowed funds from financial institutions on the basis of security against shares and securities.
The Company has taken Vehicle Loan from bank against hypothecation of motor vehcile for a tenure of 60 months at a rate
of interest 7.70% p.a. paybale in equated monthly instalment. Maturity date is 07th Novermber, 2027.

NOTE: 13 SUBORDINATED LIABILITIES (H In Crores)


Particulars As at As at
31 March, 2023 31 March, 2022
At Amortised Cost
(A) In India
7% Redeemable Preference Shares other than those that qualify as Equity 202.00 202.00
Total 202.00 202.00
The Company has borrowed funds from related entity by issue of 7% Redeemable Preference shares.

NOTE: 14 OTHER FINANCIAL LIABILITIES (H In Crores)


Particulars As at As at
31 March, 2023 31 March, 2022
Others 9.47 -
Total 9.47 -

NOTE: 15 PROVISIONS (H In Crores)


Particulars As at As at
31 March, 2023 31 March, 2022
Provision for Income Tax (Net of advance tax) - 24.65
Contingent Provision Against Standard Asset 0.42 0.42
Total 0.42 25.07

NOTE: 16 OTHER NON-FINANCIAL LIABILITIES (H In Crores)


Particulars As at As at
31 March, 2023 31 March, 2022
Statutory Dues Payable 2.68 0.34
Security Depoists 1.00 1.00
Advance against properties 0.73 -
Others 0.54 0.06
Total 4.94 1.40

112 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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

(b) Terms and rights attached to equity shares


The Company has only one class of equity shares having face value of H1 each. Each holder of equity shares is entitled to one
vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the Annual
General Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining
assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of
equity shares held by the shareholders.

(c) Details of shareholders holding more than 5% shares in the company.


Name of Shareholder 31.03.2023 31.03.2022
No. of Shares Percentage No. of Shares Percentage
holding holding
Mrs. Alpana Dangi 11,09,09,060 65.30% 11,09,09,060 65.30%
Mentor Capital Limited 1,04,82,075 6.17% 84,51,840 4.98%
Cosmos Heights & Developers LLP 97,99,000 5.77% 97,99,000 5.77%

(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%

Annual Report 2022-23 | 113


Notes to the financial statements for the year ended 31st MARCH 2023
NOTE: 18 OTHER EQUITY (H In Crores)

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.

NOTE: 19 INTEREST INCOME (H In Crores)


Particulars Year Ended Year Ended
31 March, 2023 31 March, 2022
On Financial Assets measured at amortised cost
Interest on Loans 6.31 5.76
Interest on Deposits with Banks 3.33 2.17
Total 9.64 7.93

114 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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

NOTE: 21 FINANCE COST (H In Crores)


Particulars Year Ended Year Ended
31 March, 2023 31 March, 2022
On Financial liabilities measured at Amortised Cost
Interest on Borrowings 45.86 28.09
Interest on Compulsory Convertible Debenture - 0.02
Other Borrowing Cost 0.01 1.55
Total 45.87 29.65

NOTE: 22 EMPLOYEE BENEFITS (H In Crores)


Particulars Year Ended Year Ended
31 March, 2023 31 March, 2022
Salaries and Bonus 1.00 0.37
Director's Remuneration 0.41 0.40
Staff Welfare Expenses 0.02 0.04
Total 1.43 0.80

NOTE: 23 DEPRECIATION, AMORTIZATION AND IMPAIRMENT (H In Crores)


Particulars Year Ended Year Ended
31 March, 2023 31 March, 2022
Depreciation on Property, Plant and Equipment (Refer Note 9) 1.12 0.09
Total 1.12 0.09

Annual Report 2022-23 | 115


Notes to the financial statements for the year ended 31st MARCH 2023
NOTE: 24 OTHER EXPENSES (H In Crores)
Particulars Year Ended Year Ended
31 March, 2023 31 March, 2022
Rent, Taxes and Energy Costs 0.10 0.09
Repair & Maintenance 0.03 0.06
Director Sitting Fees 0.06 0.06
Donation 27.59 0.45
Corporate Social Responsibility Expenses 2.03 1.26
Auditors Remuneration:
For Audit Fees 0.02 0.02
For Tax Audit Fees 0.01 0.01
For Other Services 0.01 0.01
Professional & Consultancy Charges 4.70 1.64
Impairment Expenses - 40.54
Securities Transaction Tax 4.81 5.73
Travelling Expenses 1.14 0.46
Other Expenditure 1.27 0.53
Total 41.76 50.85

Note: 25 TAX EXPENSE (H In Crores)


Particulars As on As on
31 March, 2023 31 March, 2022
Current Tax 43.20 157.15
Income tax for earlier years 3.78 -
Total 43.20 157.15

Note: 26 EARNINGS PER SHARE (H In Crores)


Particulars As on As on
31 March, 2023 31 March, 2022
Net Profit attributable to equity share holders 240.20 668.74
Nominal Value of equity shares (H) 1 1
Weighted Average of number of Equity shares 16,98,45,100 16,76,68,462
Basic Earnings Per Share (H) 14.14 39.88
Diluted Earnings Per share (H) 14.14 39.88

Note: 27 PAYMENT TO AUDITORS (INCLUDING GOODS AND SERVICE TAX) (H In Crores)


Particulars As on As on
31 March, 2023 31 March, 2022
Statutory Audit Fees 0.02 0.02
Tax Audit Fees 0.01 0.01
Other Services 0.01 0.01
Total payment to Auditors 0.03 0.03

Note: 28 Category - wise classification of Financial Instruments


As on 31st March 2023
Financial Assets measured at Fair Value through Other Comprehensive Income (FVTOCI) (H in Crores)

Particulars Carrying Amount Level 1 Level II Level III


Equity Shares 2,903.42 2,903.42 - -
Equity Shares Unlisted 61.06 - 61.06 -

116 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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

As on 31st March 2022


Financial Assets measured at Fair Value through Other Comprehensive Income (FVTOCI)
Particulars Carrying Level 1 Level II Level III
Amount
Equity Shares 3,037.90 3,037.90 - -
Equity Shares Unlisted 61.11 - 61.11 -
Financial Assets measured at Amortised Cost/ Cost
Cash and Cash Equivalents 42.08
Trade Receivables 6.49
Loans 33.45
Mutual Fund 21.08
Investment in Preference Shares 1.40
Investment in Debentures 36.04
Other Financial Assets 94.38
Financial Liabilities measured at Amortised Cost/ Cost
Trade payables -
Borrowings 669.27
Subordinated Liabilities 202.00
Other Financial Liabilities -
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.

Annual Report 2022-23 | 117


Notes to the financial statements for the year ended 31st MARCH 2023
Note: 28 CATEGORY - WISE CLASSIFICATION OF FINANCIAL INSTRUMENTS (Contd.)
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.

Note: 29 CAPITAL MANAGEMENT


The primary objective of the Company’s Capital Management is to maximise shareholders value. The Company manages its
capital to ensure that it will be able to continue as going concerns while maximizing the return to stakeholders through the
optimisation of the debt and equity balance. The Company’s policy is to maintain a strong capital base so as to maintain
investors, creditors and market confidence to sustain future development of the business. For the purpose of the Company’s
capital management, capital includes issued capital and other equity reserves.

Note: 30 FINANCIAL RISK MANAGEMENT


The Company has exposure to the following risks arising from financial instruments:
Credit risk;
Liquidity risk ; and
Market risk
The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set
appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are
reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training
and management standards and procedures, aims to maintain a disciplined and constructive control environment in which
all employees understand their roles and obligations.

(a) Liquidity Risk


Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial
liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity
is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both
normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
The Company regularly monitors the rolling forecasts and the actual cash flows to service the financial liabilities on a
day-to-day basis through cash generation from business and by having adequate banking facilities.
The following table shows the maturity analysis of the Company’s financial liabilities based on contractually agreed
undiscounted cash flows along with its carrying value as at the Balance sheet date.
Particulars 31st March 2023 Contractual Cash Flows
Note No. Carrying Less than 1 1-3 Years 3-5 Years After 5
Amount Year Years
Trade Payables 11 45.79 45.79 - - -
Borrowings 12 767.81 767.81 - - -
Subordinated Liabilities 13 202.00 - - 202.00 -
Other Financial Liabilities 14 9.47 9.47 - - -

118 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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 - - - - -

(b) Credit Risk


Credit risk is the risk of financial loss to the Company if a customer or counter-party to a financial instrument fails to
meet its contractual obligations, and arises principally from the Company’s receivables from customers and loans and
advances.

(i) Trade receivables:


The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer and
the geography in which it operates. Concentration of credit risk with respect to trade receivables are limited as the
customers are reviewed, assessed and monitored regularly on a monthly basis with pre-determined credit limits
assessed based on their payment capacity. Our historical experience of collecting receivables demonstrates that
credit risk is low.
The following table sets out the information about the credit quality of financial assets measured at amortised cost.

(H In Crores)
Particulars 31st March 2023 31st March 2022
Trade receivables 0.21 6.49
Less: allowance Carrying amount - -

(ii) Other financial assets:


The Company has exposure in Cash and cash equivalents,employee loans and investment carried at amortised cost.
The Company’s maximum exposure to credit risk as at 31st March, 2023 is the carrying value of each class of financial
assets as on that date.

(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.

Annual Report 2022-23 | 119


Notes to the financial statements for the year ended 31st MARCH 2023
Note: 31 RELATED PARTY TRANSACTIONS:
Names of Related Parties:
A) Subsidiary Companies
1) Reliance Commercial Finance Limited – Wholly owned subsidiary company – W.e.f. 14th October, 2022

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

C) Key Managerial Personnel and their Relatives


1) Mr. Amit Dangi, Whole Time Director, w.e.f. 10th March, 2023
2) Mr. Amit Dangi, Chief Financial Officer, Resigned w.e.f. 10th March, 2023
3) Mr. Sanjay Dangi, Director
4) Mrs. Alpana Dangi, Promotor and Director
5) Mr. Divy Dangi, Relative of KMP
6) Mr. Deepak Dhingra, Chief Financial Officer, w.e.f. 10th March, 2023
7) Mr. Hitesh Vora, Company Secretary

D) Transaction with Related parties


(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
1 Mr. Amit Dangi Remuneration 0.41 0.40 Nil Nil
2. Mr. Divy Dangi Salary 0.42 0.08 Nil Nil
3. Mr. Hitesh Vora Salary 0.13 0.12 Nil Nil
4. Mr. Deepak Dhingra Salary 0.03 - Nil Nil
5. Berix Bearing Pvt. Ltd. Investment in Debentures - 35.13 35.13 35.13
Loan Given 5.50 - 4.50 -
Loan Received back 1.00 - - -
Interest Received on 0.00 0.00 0.01 0.00
debentures
Interest Accrued but not due 0.21 - 0.21 -
6. Mentor Capital Limited Loan Taken 856.95 165.35 106.50 14.83
Loan Repaid 772.20 225.87 - -
Interest Paid 7.69 5.67 - -
Office Rent Paid 0.10 0.09 - -
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 10.12
Pvt. Ltd. Interest Received 0.71 0.73 - -
Purchase of Immovable - 1.65 - -
Property
9. Swadesh Yarn Loan Given 1.50 - - -
Loan Received back 1.50 - - -
Interest Received 0.00 - - -

120 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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.

Note: 32 DETAILS OF CSR EXPENSES (H In Crores)


Particulars Year Ended Year Ended
31 March, 2023 31 March, 2022
a) Gross amount required to be spent by the Company during the year 6.45 0.70
b) Amount spent during the year 3.89 1.26
c) Shortfall/ (Excess) at the end of the year 2.27 (0.29)
d) Total of previous year shortfall /(Excess) (0.29) -
There is a shortfall of H2.27 Cr. (Previous year: Excess of H0.29 cr.) in the CSR amount required to be spent by the Company as
per section 135(5) of the Act for the financial years ended March 31, 2023 and March 31, 2022. The company has deposited
H2.50 Cr. in unspent CSR account u/s 135(5) of the Act.
CSR activities include Education, Preventive Healthcare, Contribution towards Primary, Secondary and Higher Education and
other activities which are specified under Schedule VII of Companies Act, 2013.
The Company has neither made any CSR Contributions towards its related parties nor recorded any provision for CSR
expenditure during the financial years ended March 31, 2023 and March 31, 2022.

Note: 33 DISCLOSURE IN TERMS OF SYSTEMICALLY IMPORTANT NON-BANKING FINANCIAL (NON-


DEPOSIT ACCEPTING OR HOLDING) COMPANIES PRUDENTIAL NORMS (RESERVE BANK) DIRECTIONS,
2016
33(A): Capital (H In Crores)
Particulars As at As at
31 March, 2023 31 March, 2022
CRAR 69.04% 92.47%
CRAR - Tier I Capital (%) 77.87% 81.49%
CRAR-Tier II Capital (%) 8.83% 10.98%
Amount of Subordinated debt raised as tier –II capital 202.00 202.00
Amount raised by issue of perpetual Debt Instruments -- --

Annual Report 2022-23 | 121


Notes to the financial statements for the year ended 31st MARCH 2023
Note: 33 (Contd.)
33(B): Investment (H In Crores)
Particulars As at As at
31 March, 2023 31 March, 2022
(1) Value of Investments
(i) Gross value of investments 3593.40 3185.72
(a) In India 3593.40 3185.72
(b) Outside India - -
(ii) Provision for depreciation / impairment - -
(a) In India - -
(b) Outside India - -
(ii) Net value of investments 3593.40 3185.72
(a) In India 3593.40 3185.72
(b) Outside India - -
2) Movement of provision held towards depreciation/impairment on - -
Investments
(i) Opening balance - -
(ii) Add: Provision made during the year - -
(iii) Less: Write-off/wrote-back of excess provision during the year - -
(iv) Closing balance - -

33(C): Derivatives
The Company has derivatives exposure of H269.67 crores as on 31st March, 2023 and previous year 319.88 crores.

33(D): Disclosures relating to Securitization


The Company does not have any exposure in securitisation during the year, hence not applicable

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.

122 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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

ii) Exposure to Capital Market (H in Crores)


Particulars As at As at
31 March, 2023 31 March, 2022
i) Direct investment in equity shares, convertible bonds, convertible debentures 3593.40 3185.72
and units of equity-oriented mutual funds the corpus of which is not
exclusively invested in corporate debt
ii) Advances against shares / bonds / debentures or other securities or on - -
clean basis to individuals for investment in shares (including IPOs / ESOPs),
convertible bonds, convertible debentures, and units of equity-oriented
mutual funds;
iii) Advances for any other purposes where shares or convertible bonds or - -
convertible debentures or units of equity oriented mutual funds are taken as
primary security;
iv) Advances for any other purposes to the extent secured by the collateral - -
security of shares or convertible bonds or convertible debentures or units
of equity oriented mutual funds i.e. where the primary security other than
shares / convertible bonds / convertible debentures / units of equity oriented
mutual funds ‘does not fully cover the advances;
v) Secured and unsecured advances to stockbrokers and guarantees issued on - -
behalf of stockbrokers and market makers;
vi) Loans sanctioned to corporates against the security of shares/bonds/ - -
debentures or other securities or on clean basis for meeting promoter’s
contribution to the equity of new companies in anticipation of raising
resources;
vii) Bridge loans to companies against expected equity flows - -
viii) All exposures to Venture Capital Funds (both registered and unregistered) - -

Annual Report 2022-23 | 123


Notes to the financial statements for the year ended 31st MARCH 2023
Note: 33 (Contd.)
33(G): Details of financing of parent company products
The Company does not have any Parent Company, hence not applicable.

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(I): Unsecured Advances


The Company has outstanding unsecured advances of H91.48 Crores as on 31.03.2023.

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(L): Disclosure of Penalties imposed by RBI or other regulators:


No penalties were imposed by RBI or SEBI (being the regulator for the Company) for the year ended 31st March, 2023 and
31st March, 2022.

33(M): Related Party transactions:


Please refer to note no. 31

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.

33(O): Remuneration of directors: (H in Crores)


Name of director For the year ended March 31, 2023 For the year ended March 31, 2022
Remuneration Provident fund Sitting fees Remuneration Provident fund Sitting fees
and others and others
Mr. Amit Dangi 0.41 - - 0.40 - -

Note: 34 ADDITIONAL DISCLOSURES


(A): Provisions and Contingencies (H In Crores)
Break up of ‘Provisions and Contingencies’ shown under the head Year Ended Year Ended
Expenditure in Profit and Loss Account: 31 March, 2023 31 March, 2022
Provision for depreciation on Investments - -
Provision towards NPA - -
Provision made towards income tax 43.20 157.15
Other provision and Contingencies - -
Provision towards impairment of financial Instruments - -
Provision for contingency - -
Provision for gratuity - -
Provision for compensated absence - -
Provision for Standard Assets - -

124 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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.

(C): Concentration of Deposits, Advances, Exposures and NPA


(i): Concentration of Deposits (for deposit taking NBFCs)
The Company is non-deposit taking Systemically Important NBFC, hence does not applicable.

(ii): Concentration of Advances, Exposures and NPAs (H In Crores)


Particulars As at As at
31 March, 2023 31 March, 2022
Advances
Total Advances to twenty largest borrowers 91.48 33.45
Percentage of Advances to twenty largest borrowers to Total Advances of the 100% 100%
applicable NBFC
Exposure
Total Exposure to twenty largest borrowers / customers 91.48 33.45
Percentage of Exposures to twenty largest borrowers / customers to Total 100% 100%
Exposure of the applicable NBFC on borrowers / customers
NPAs - -
Total exposure to NPA - -

(iii): Sector-wise NPAs (H In Crores)


Particulars As at As at
31 March, 2023 31 March, 2022
Agriculture & allied activities - -
MSME - -
Corporates - -
Unsecured Personal loans - -
Auto loans - -
Other personal loans - -

(iv): Movement of NPAs (H In Crores)


Particulars As at As at
31 March, 2023 31 March, 2022
Net NPAs to Net Advances (%)
Movement of NPA
a) Opening Balance - -
b) Additions during the year - -
c) Reduction during the year - -
d) Closing balance - -
Movement of provision for NPA
(Excluding provision on standard assets)
a) Opening Balance - -
b) Additions during the year - -
c) Reduction during the year - -
d) Closing balance - -

Annual Report 2022-23 | 125


Notes to the financial statements for the year ended 31st MARCH 2023
Note: 34 ADDITIONAL DISCLOSURES (Contd.)
(D): Overseas Assets (for those with Joint Ventures and Subsidiaries abroad)
The Company does not have any Joint Ventures or Subsidiaries abroad, hence not applicable.

(E): Off-balance Sheet SPVs sponsored


Particulars Domestic Overseas
Name of the SPV sponsored NA NA

(F): Disclosure of Customer Complaints


Particulars Year Ended Year Ended
31 March, 2023 31 March, 2022
No. of complaints pending at the beginning of the year - -
No. of complaints received during the year - -
No. of complaints redressed during the year - -
No. of complaints pending at the end of the year - -

(G): Instance of Fraud


Nature of Fraud (cash embezzlement) Year Ended Year Ended
31 March, 2023 31 March, 2022
Number of cases Amount of fraud Recovery Amount written off Nil Nil

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.

36) LIQUIDITY RISK MANAGEMENT


Public Disclosure on Liquidity Risk for the year ended March 31, 2023 pursuant to RBI circular dated November 04, 2019 on
Liquidity Risk Management Framework for Non-Banking Financial Companies and Core Investment Companies:

i) Funding concentration based on significant counterparty (both deposits and borrowings)


(H in Crores)
Particulars No. of significant Amount (H in % of Total % of Total
counterparties Crores) Deposits Liabilities
As at 31st March,2023 5 767.81 NA 100%
As at 31st March,2022 5 669.27 NA 100%

ii) Top 20 large deposits (amount in H in Crores and % of total deposits)


Particulars As at As at
31 March, 2023 31 March, 2022
Not Applicable

iii) Top 10 borrowings (amount in H in Crores and % of total borrowings) (H In Crores)


Particulars As at As at
31 March, 2023 31 March, 2022
Total amount of top 10 borrowings 767.81 669.27
Percentage of amount of top 10 borrowings to total borrowings 100% 100%

iv) Funding Concentration based on significant instrument / product (H In Crores)


S. Particulars As at 31 March, 2023 As at 31 March, 2022
No. Amount % of Total Amount % of Total
Liabilities Liabilities
1. Loan against shares 659.00 85.83% 354.17 52.92%
2. Inter Corporate Deposits 106.50 13.87% 315.10 47.08%
3. Vehicle Loan 2.30 0.30% - -

126 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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.

38) REGISTRATION OF CHARGES OR SATISFACTION WITH REGISTRAR OF COMPANIES (ROC):


No charges or satisfactions are yet to be registered with ROC beyond the statutory period.

39) COMPLIANCE WITH NUMBER OF LAYERS OF COMPANIES:


The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies
(Restriction on number of Layers) Rules, 2017 for the financial years ended March 31, 2023 and March 31,2022.

40) COMPLIANCE WITH APPROVED SCHEME(S) OF ARRANGEMENTS:


None of the Scheme of Arrangements has been approved by the Competent Authority in terms of sections 230 to 237 of the
Companies Act, 2013.

41) UTILISATION OF BORROWED FUNDS AND SHARE PREMIUM:


The Company, as part of its normal business, grants loans and advances, makes investment, provides guarantees to and
accept borrowings from its customers, other entities and persons. These transactions are part of Company’s normal non-
banking finance business, which is conducted ensuring adherence to all regulatory requirements.
Other than the transactions described above, no funds have been advanced or loaned or invested (either from borrowed
funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including
foreign entities (“Intermediaries”) with the understanding, whether recorded in writing or otherwise, that the Intermediary
shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has also not
received any fund from any parties (Funding Party) with the understanding that the Company shall whether, directly or
indirectly lend or invest in other persons or entities identified by or on behalf of the Funding Party (“Ultimate Beneficiaries”)
or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

42) UNDISCLOSED INCOME:


There are no transactions not recorded in the books of accounts.

43) DETAILS OF CRYPTO CURRENCY OR VIRTUAL CURRENCY:


The Company has not traded or invested in Crypto currency or Virtual currency during the financial years ended March 31,
2023 and March 31, 2022.

44) DETAILS OF BENAMI PROPERTY HELD:


No proceedings have been initiated or pending against the Company for holding any benami property under the Benami
Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder in the financial years ended March 31, 2023 and
March 31, 2022.

Annual Report 2022-23 | 127


Notes to the financial statements for the year ended 31st MARCH 2023
45) WILFUL DEFAULTER:
The Company has not been declared as a wilful defaulter by any bank or financial institution or other lender in the financial
years ended March 31, 2023 and March 31, 2022.

46) RELATIONSHIP WITH STRUCK OFF COMPANIES


The company did not have any transaction with any companies whose name have been struck off under section 248 of the
Companies Act, 2013 in the financial years ended March 31, 2023 and March 31, 2022.

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

Schedule to the Balance Sheet (H In Crores)


Particulars As at 31 March, 2023
Liabilities Side Amount Amount overdue
outstanding
(1) Loans and advances availed by the NBFCs inclusive of interest
accrued thereon but not paid:
(a) Debenture: Secured - -
: Unsecured - -
(b) Deferred Credits - -
(c) Term Loans 2.30 -
(d) Inter Corporate loans and borrowings 106.50 -
(e) Commercial Paper - -
(f ) Public deposits - -
(g) Other Loans: Subordinate debts 202.00 -
(h) Other Loans: Loan against securities 659.00 -
(2) Break-up of (1)(f) above (Outstanding public deposits inclusive of
interest accrued thereon but not paid):
(a) In the form of Unsecured debentures - -
(b) In the form of partly secured debentures i.e debentures where - -
there is a shortfall in the value of security
(c) Other public deposits - -

Asset Side: Amount


outstanding
(3) Break-up of loans and advances including bills receivables (other than those included in
(4) below ):
(a) Secured -
(b) Unsecured 91.48
(4) Break up of Leased Assets and stock on hire and other assets counting towards asset
financing activities
(i) Lease assets including lease rentals under sundry debtors: -
(a) Financial lease -
(b) Operating lease -
(ii) Stock on hire including hire charges under sundry debtors: -
(a) Assets on hire -
(b) Repossessed Assets -
(iii) Other loans counting towards asset financing activities: -
(a) Loans where assets have been repossessed -
(b) Loans other than (a) above -

128 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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.

Annual Report 2022-23 | 129


Notes to the financial statements for the year ended 31st MARCH 2023
47) (Contd.)
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both
quoted and unquoted):
Please see Note 3 below
Category Market Value / Book Value (Net of
Break up or fair Provisions)
value or NAV*
1. Related Parties **
(a) Subsidiaries 231.09 231.09
(b) Companies in the same group 35.13 35.13
(c) Other related parties - -
2. Other than related parties 3327.19 2079.28
Total 3593.40 2345.50
* Disclosure is made in respect of available information.
** As per Indian Accounting Standard issued by MCA (Please see note 3)

(8) Other Information


Particulars Amount
(i) Gross Non-Performing Assets
(a) Related parties -
(b) Other than related parties -
(ii) Net Non-Performing Assets
(a) Related parties -
(b) Other than related parties -
(iii) Assets acquired in satisfaction of debt -
Notes:
1. As defined in point xxvii of paragraph 3 of Chapter II of Master Direction - Non-Banking Financial Company –
Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016.
2. Provisioning norms shall be applicable as prescribed in Indian Accounting Standards by MCA.
3. All notified Accounting Standards and Guidance Notes issued by ICAI are applicable including for valuation of
investments and other assets as also assets acquired in satisfaction of debt. However, market value in respect
of quoted investments and break up / fair value / NA V in respect of unquoted investments shall be disclosed
irrespective of whether they are classified as amortised cost or at fair value (5) above.

48) The previous year figures have been reclassified to confirm to current years classifications.

In term of our report of even date annexed herewith


For H.R. Agarwal & Associates For and on behalf of the Board
Chartered Accountants
Firm Reg No: 323029E
Shyam Sunder Agarwal Amit Dangi Sanjay Dangi
Partner Whole Time Director Director
Membership No: 060033 DIN: 06527044 DIN: 00012833
UDIN: 23060033BGUDFJ1343
Place: Mumbai Deepak Dhingra Hitesh Vora
Date: 30th May, 2023 Chief Financial Officer Company Secretary

130 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

INDEPENDENT AUDITOR’S REPORT


TO
THE MEMBERS OF
AUTHUM INVESTMENT & INFRASTRUCTURE LIMITED

Report on the Audit of the Consolidated Responsibility of Management’s for Consolidated


Financial Statements Financial Statements
The Holding Company’s Board of Directors is responsible
Opinion for the preparation and presentation of these consolidated
We have audited the accompanying consolidated financial financial statements in term of the requirements of the
statements of Authum Investment & Infrastructure Limited Companies Act, 2013 that give a true and fair view of the
(hereinafter referred to as “the Holding Company”) and its consolidated financial position, consolidated financial
subsidiary (the holding company and its subsidiary together performance and consolidated cash flows of the Holding
referred to as “the Group”) for the year ended March 31, Company and its Subsidiary in accordance with the
2023, which comprise the consolidated balance sheet as at accounting principles generally accepted in India, including
March 31, 2023, and the consolidated statement of profit and the Indian Accounting Standards (Ind AS) specified under
loss (including other comprehensive income), consolidated section 133 of the Act. The respective Board of Directors
statement of changes in equity and consolidated statement of the companies included in the Holding Company and its
of cash flows for the year then ended, and notes to the subsidiary are responsible for maintenance of adequate
financial statements, including a summary of the significant accounting records in accordance with the provisions of
accounting policies and other explanatory information the Act for safeguarding the assets of the Group and for
(hereinafter referred to as the ‘consolidated financial preventing and detecting frauds and other irregularities;
statements’). selection and application of appropriate accounting policies;
In our opinion and to the best of our information and making judgments and estimates that are reasonable and
according to the explanations given to us, the aforesaid prudent; and the design, implementation and maintenance
consolidated financial statements give the information of adequate internal financial controls, that were operating
required by the Act in the manner so required and give a true effectively for ensuring accuracy and completeness of
and fair view in conformity with the accounting principles the accounting records, relevant to the preparation and
generally accepted in India, of the state of affairs of the presentation of the financial statements that give a true and
Company as at March 31, 2023, and consolidated profit and fair view and are free from material misstatement, whether
its consolidated cash flows for the year ended on that date. due to fraud or error, which have been used for the purpose
of preparation of the consolidated financial statements by
Basis for Opinion the Directors of the Holding Company, as aforesaid.

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.

Annual Report 2022-23 | 131


opinion. Reasonable assurance is a high level of assurance, to express an opinion on the consolidated financial
but is not a guarantee that an audit conducted in accordance statements. We are responsible for the direction,
with SAs will always detect a material misstatement when it supervision and performance of the audit of the
exists. Misstatements can arise from fraud or error and are financial statements of such entities included in the
considered material if, individually or in the aggregate, they consolidated financial statements of which we are the
could reasonably be expected to influence the economic independent auditors. For the other entities included
decisions of users taken on the basis of these consolidated in the consolidated financial statements, which have
financial statements. been audited by other auditors, such other auditors
remain responsible for the direction, supervision and
As part of an audit in accordance with SAs, we exercise
performance of the audits carried out by them. We
professional judgment and maintain professional skepticism
remain solely responsible for our audit opinion.
throughout the audit. We also:
We communicate with those charged with governance of the
• Identify and assess the risks of material misstatement of
Holding Company of which we are the independent auditors
the financial statements, whether due to fraud or error,
regarding, among other matters, the planned scope and
design and perform audit procedures responsive to
timing of the audit and significant audit findings, including
those risks, and obtain audit evidence that is sufficient
any significant deficiencies in internal control that we
and appropriate to provide a basis for our opinion. The
identify during our audit.
risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, We also provide those charged with governance with a
as fraud may involve collusion, forgery, intentional statement that we have complied with relevant ethical
omissions, misrepresentations, or the override of requirements regarding independence, and to communicate
internal control. with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
• Obtain an understanding of internal control relevant to
where applicable, related safeguards.
the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)
(i) of the Companies Act, 2013, we are also responsible
Report on Other Legal and
for expressing our opinion on whether the company has Regulatory Requirements
adequate internal financial controls system in place and As required by the Companies (Auditor’s Report) Order, 2020
the operating effectiveness of such controls. (“the Order”), issued by the Central Government of India in
terms of sub-section (11) of section 143 of the Companies
• Evaluate the appropriateness of accounting policies
Act, 2013, we give in the Annexure – “A”, a statement on the
used and the reasonableness of accounting estimates
matters specified in paragraphs 3(xxi) of the Order.
and related disclosures made by management.
As required by Section 143(3) of the Act, we report that:
• Conclude on the appropriateness of management’s use
of the going concern basis of accounting and, based a. We have sought and obtained all the information and
on the audit evidence obtained, whether a material explanations which to the best of our knowledge and
uncertainty exists related to events or conditions belief were necessary for the purposes of our audit of
that may cast significant doubt on the Company’s the aforesaid consolidated financial statements.
ability to continue as a going concern. If we conclude b. In our opinion, proper books of account as required by
that a material uncertainty exists, we are required to law have been kept by the Company so far as it appears
draw attention in our auditor’s report to the related from our examination of those books and the reports of
disclosures in the financial statements or, if such the other auditors.
disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained c. The Consolidated Balance Sheet, the Consolidated
up to the date of our auditor’s report. However, future Statement of Profit and Loss, and the Consolidated Cash
events or conditions may cause the Company to cease Flow Statement dealt with by this Report are in agreement
to continue as a going concern. with the relevant books of account maintained for the
purpose of preparation of the consolidated financial
• Evaluate the overall presentation, structure and content statements.
of the financial statements, including the disclosures,
and whether the financial statements represent the d. In our opinion, the aforesaid consolidated financial
underlying transactions and events in a manner that statements comply with the Ind AS specified under
achieves fair presentation. Section 133 of the Act.

• 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

132 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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

Annual Report 2022-23 | 133


Annexure – A to the Independent Auditors’ Report
The Annexure referred to in our Independent Auditors’ Report to the members of the Company on the consolidated financial
statements for the year ended 31st March 2023, we report that:
In terms of the information and explanations sought by us and given by the Holding Company and the books of account
and records examined by us in the normal course of audit and to the best of our knowledge and belief and based on the
consideration of report of respective auditors of the subsidiary, we state that:
(xxi) There are no qualifications or adverse remarks by the respective auditors in their report on Companies (Auditors Report)
Order, 2020 of the companies included in the consolidated financial statements.

For H.R. Agarwal & Associates


Chartered Accountants
Firm Reg. No: 323029E
Shyam Sunder Agarwal
Partner
Place: Mumbai Membership No: 060033
Date: May 30, 2023 UDIN: 23060033BGUDFK5268

Annexure - B to the Independent Auditors’ Report


Report on the Internal Financial Controls under Auditors’ Responsibility
Clause (i) of Sub-section 3 of Section 143 of the Our responsibility is to express an opinion on the Holding
Companies Act, 2013 (“the Act”) Company’s internal financial controls with reference to
We have audited the internal financial controls over consolidated financial statements based on our audit. We
financial reporting of Authum Investment & Infrastructure conducted our audit in accordance with the Guidance Note on
Limited (hereinafter referred to as “the Holding Company”) Audit of Internal Financial Controls over Financial Reporting
as on 31st March 2023 in conjunction with our audit of the (the “Guidance Note”) and the Standards on Auditing, issued
consolidated financial statements of the Holding Company by ICAI and deemed to be prescribed under section 143(10)
and its subsidiary, for the year ended on that date. of the Companies Act, 2013, to the extent applicable to an
audit of internal financial controls, both applicable to an
Management’s Responsibility for Internal audit of Internal Financial Controls and, both issued by the
Financial Controls Institute of Chartered Accountants of India. Those Standards
and the Guidance Note require that we comply with ethical
The respective Company’s management is responsible for
requirements and plan and perform the audit to obtain
establishing and maintaining internal financial controls
reasonable assurance about whether adequate internal
based on the internal control over financial reporting criteria
financial controls over financial reporting was established
established by the Company considering the essential
and maintained and if such controls operated effectively in
components of internal control stated in the Guidance
all material respects.
Note on Audit of Internal Financial Controls over Financial
Reporting issued by the Institute of Chartered Accountants Our audit involves performing procedures to obtain audit
of India (‘ICAI’). These responsibilities include the design, evidence about the adequacy of the internal financial
implementation and maintenance of adequate internal controls system over financial reporting and their operating
financial controls that were operating effectively for ensuring effectiveness. Our audit of internal financial controls over
the orderly and efficient conduct of its business, including financial reporting included obtaining an understanding of
adherence to Company’s policies, the safeguarding of its internal financial controls over financial reporting, assessing
assets, the prevention and detection of frauds and errors, the risk that a material weakness exists, and testing and
the accuracy and completeness of the accounting records, evaluating the design and operating effectiveness of
and the timely preparation of reliable financial information, internal control based on the assessed risk. The procedures
as required under the Companies Act, 2013. selected depend on the auditor’s judgment, including the

134 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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

Annual Report 2022-23 | 135


Consolidated Balance Sheet as at 31st MARCH 2023
(H In Crores)
S. Particulars Note As at
No. No. 31/03/2023
ASSETS
1 Financial Assets
(a) Cash and Cash Equivalents 2 350.09
(b) Bank Balance other than (a) above 3 280.62
(c) Receivables
(I) Trade Receivables 4 0.21
(II) Other Receivables -
(d) Loans 5 2,252.74
(e) Investments 6 3,543.45
(f) Other Financial Assets 7 94.27
2 Non-Financial Assets
(a) Current Tax Assets (Net) 8 10.81
(b) Investment Property 9 179.93
(c) Property, Plant and Equipment 10 135.00
(d) Other Intangible Assets 11 1.94
(e) Other Non-Financial Assets 12 51.00
Total Assets 6,900.06
LIABILITIES AND EQUITY
LIABILITIES
1 Financial Liabilities
(a) Payables
(I) Trade Payables
(i) total outstanding dues of micro enterprises and small enterprises -
(ii) total outstanding dues of creditors other than micro enterprises and small enterprises 13 48.26
(II) Other Payables
(i) total outstanding dues of micro enterprises and small enterprises -
(ii) total outstanding dues of creditors other than micro enterprises and small enterprises 14 1,301.28
(b) Debt Securities 15 68.83
(c) Borrowings (Other than Debt Securities) 16 1,433.09
(d) Subordinated Liabilities 17 202.14
(e) Other Financial Liabilities 18 149.07
2 Non-Financial Liabilities
(a) Provisions 19 11.52
(b) Deferred tax liabilities (Net) 20 211.69
(c) Other Non-Financial Liabilities 21 57.77
3 EQUITY
(a) Equity Share Capital 22 16.98
(b) Other Equity 23 3,399.43
Total Liabilities and Equity 6,900.06
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.

In term of our report of even date annexed herewith


For H.R. Agarwal & Associates For and on behalf of the Board
Chartered Accountants
Firm Reg No: 323029E
Shyam Sunder Agarwal Amit Dangi Sanjay Dangi
Partner Whole Time Director Director
Membership No: 060033 DIN: 06527044 DIN: 00012833
UDIN: 23060033BGUDFK5268
Place: Mumbai Deepak Dhingra Hitesh Vora
Date: 30th May, 2023 Chief Financial Officer Company Secretary

136 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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.

In term of our report of even date annexed herewith


For H.R. Agarwal & Associates For and on behalf of the Board
Chartered Accountants
Firm Reg No: 323029E
Shyam Sunder Agarwal Amit Dangi Sanjay Dangi
Partner Whole Time Director Director
Membership No: 060033 DIN: 06527044 DIN: 00012833
UDIN: 23060033BGUDFK5268
Place: Mumbai Deepak Dhingra Hitesh Vora
Date: 30th May, 2023 Chief Financial Officer Company Secretary

Annual Report 2022-23 | 137


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
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit before tax 4,351.37
Adjustment for:
Interest Expenses 280.78
Impairment on Financial instruments 85.38
Net (gain) / loss on financial instruments at FVTPL (11.14)
Net (gain) / loss on Sale of financial instruments (1.97)
Depreciation, Amortization and Impairment 9.40
Rent received (3.24)
Liability no longer payable written back (4,285.94)
Net (Gain)/ Loss on Sale of Investments (466.17)
Net (Gain)/ Loss on Investments Property Sold / Discarded 0.61
Operating Profit (40.92)
Adjustment for working capital changes
Decrease/(Increase) in Receivables 6.29
Decrease/(Increase) in Loans 303.50
Decrease/(Increase) in Other Financial Assets 98.57
Decrease/(Increase) in Other Non-Financial Assets 7.14
Increase / (decrease) in Trade Payables (56.17)
Increase / (decrease) in Other Financial Liabilities 9.47
Increase / (decrease) in Other Non-Financial Liabilities 1.46
Cash generated /(used) from operations 329.34
Income Tax Paid (net of refunds) (84.66)
Net cash generated /(used) from operating activities (A) 244.68
B. CASH FLOW FROM INVESTING ACTIVITIES
(Purchase)/Sale of Investments (271.93)
(Purchase)/Sale of Property, Plant and Equipment (5.40)
(Purchase)/Sale of Investments Property (38.45)
Rent received 3.24
Movement in Other Bank Balances 324.83
Net cash generated /(used) from investing activities (B) 12.29

138 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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.

The accompanying notes form an integral part of the financial statements.


In term of our report of even date annexed herewith
For H.R. Agarwal & Associates For and on behalf of the Board
Chartered Accountants
Firm Reg No: 323029E
Shyam Sunder Agarwal Amit Dangi Sanjay Dangi
Partner Whole Time Director Director
Membership No: 060033 DIN: 06527044 DIN: 00012833
Place: Mumbai Deepak Dhingra Hitesh Vora
Date: 26th July, 2023 Chief Financial Officer Company Secretary

Annual Report 2022-23 | 139


Statement of Changes in Equity for the year ended 31st MARCH 2023
A) SHARE CAPITAL
(1) Current Reporting Period (H in Crores)
Balance at the beginning of the Changes in Equity Share Capital due Restated balance at the beginning Changes in equity share capital Balance at the end of the current
current reporting period (As at 1st to prior period errors of the current reporting period during the current year reporting period (As at 31st March,
April 2022) 2023)
16.98 - 16.98 - 16.98

B) OTHER EQUITY
(1) Current Reporting Period (H in Crores)

Particulars Reserve & Surplus Other Total


Capital Securities Other Reserves Comprehensive
Reserve Premium Statutory Amalgamation Capital Retained Income
Reserve Reserve Redemption Earnings
Fund Reserve

140 | Authum Investments & Infrastructure Limited


Balance at the beginning of the current reporting period (as at
- 661.89 174.09 10.56 1.50 637.89 1,618.40 3,104.33
01.04.2022)
Changes in accounting policy/prior period errors - - - - - - - -
Restated balance at the beginning of the current reporting - 661.89 174.09 10.56 1.50 637.89 1,618.40 3,104.33
period
Profit for the year - - - - - 4,304.02 - 4,304.02
Other comprehensive income for the year - - - - - - (370.34) (370.34)
Total comprehensive income for the year - - - - - - 1,248.06 3,933.68
Dividend - - - - - - - -
Any other changes:
Additions on account of acquisition of subsidiary - - 100.86 - - (13,091.78) (2.38) (12,993.30)
Addition 9,354.72 - - - - - - 9,354.72
Transfers to Reserve Fund 48.04 (48.04) -
Balance at the end of the current reporting period (as at March
9354.72 661.89 322.99 10.56 1.50 (8197.91) 1245.68 3399.43
31, 2023)

The accompanying notes form an integral part of the financial statements.


In term of our report of even date annexed herewith
For H.R. Agarwal & Associates For and on behalf of the Board
Chartered Accountants
Firm Reg No: 323029E
Shyam Sunder Agarwal Amit Dangi Sanjay Dangi
Partner Whole Time Director Director
Membership No: 060033 DIN: 06527044 DIN: 00012833
UDIN: 23060033BGUDFK5268
Place: Mumbai Deepak Dhingra Hitesh Vora
Date: 30th May, 2023 Chief Financial Officer Company Secretary
Corporate Overview
Statutory Reports
Financial Statements

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.

(b) Compliance with Ind AS


The consolidated financial statements of the Group comply in all material aspects with Indian Accounting Standards (Ind
AS) notified under Section 133 of the Companies Act, 2013 (“the Act”) read with Companies (Indian Accounting Standards)
Rules, 2015 as amended and other relevant provisions of the Act.
The Balance Sheet, the Statement of Changes in Equity, the Statement of Profit and Loss and disclosures are presented
in the format prescribed under Division III of Schedule III of the companies Act, as amended from time to time that are
required to comply with Ind AS. The Statement of Cash Flows has been presented as per the requirements of Ind AS 7
Statement of Cash Flows.

c) Basis of Preparation of Financial Statements


The consolidated financial statements has been prepared in accordance with the Indian Accounting Standards (Ind AS)
notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015]
and other relevant provisions of the Act.
Principles of Consolidation
Company’s consolidated financial statements are prepared in Indian Rupees, which is also its functional currency. The
Consolidated Financial Statements have been prepared on a historical cost basis, except for certain financial instruments
that are measured at fair values at the end of each reporting period.

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

Annual Report 2022-23 | 141


Notes to the financial statements for the year ended 31st MARCH 2023
Group’s share of other comprehensive income of the investee and in other comprehensive income. Dividends
received or receivable from associates are recognised as a reduction in the carrying amount of investment.
When the Group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity,
including any other unsecured long-term receivables, the Group does not recognise further losses, unless it has
incurred obligations or made payments on behalf of the other entity.
Unrealised gains on transactions between the Group and its associates are eliminated to the extent the Group’s
interest in these entities. Unrealised losses are eliminated unless the transaction provides evidence of an
impairment of asset transferred. Accounting policies of equity accounted investees have been changed where
necessary to ensure consistency with the policies adopted by the Group.

c. Change in ownership interests


The Group considers transactions with non-controlling interests that do not result in a loss of control as transactions
with equity owners of the Group. A change in ownership interest results in an adjustment between the carrying
amounts of the controlling and non-controlling interests to reflect their relative interest in the subsidiary. Any
difference between the amount of the adjustment to non-controlling interests and any consideration paid or received
is recognised within equity.
When the Group ceases to consolidate or equity account for an investment because of loss of control, any retained
interest in the entity is remeasured to its fair value with the change in carrying amount recognised in profit or loss.
The fair value becomes the initial carrying amount for the purposes of subsequently accounting for the retained
interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in the other
comprehensive income are reclassified to profit or loss.
If the ownership interest in an associate is reduced but significant influence is retained, only proportionate share of
the amounts previously recognised in other comprehensive income are reclassified to profit or loss where appropriate.
Information on Subsidiary and Associates Companies:
The following Subsidiary company and Associates are considered in the Consolidated Financial Statements:

S. Name of the Company Relationship Country of % Holding as % Holding as


No. Incorporation of 31.03.2023 of 31.03.2022
1. Reliance Commercial Finance Ltd. Wholly Owned Subsidiary India 100% Nil

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

142 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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.

(d) SIGNIFICANT ACCOUNTING POLICIES


Measurement of fair values
The Group’s accounting policies and disclosures require the measurement of financial assets and liabilities at fair values.
The Group has established policies and procedures with respect to measurement of fair values.
The Group classifies the fair value of its financial instruments in the following hierarchy, based on the inputs used in
their valuation:
Level 1 - The fair value of financial instruments traded in active markets is based on quoted (unadjusted) market prices
at the end of the reporting period.
Level 2 - The fair valuation of instruments not traded in active markets is determined based on observable market data
and by using valuation techniques.
Level 3 - Where one or more of the significant inputs are not from observable market data.

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.

Annual Report 2022-23 | 143


Notes to the financial statements for the year ended 31st MARCH 2023
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.
c) On final settlement or squaring-up of contracts for Equity Index/stock Futures, the profit or loss is calculated as
difference between settlement/ squaring–up price and contract price. Accordinglydebit or credit balance pertaining
to the settled/squared-up contract in “Mark-to-Market Margin-Equity Index/Stock Futures account “is recognized in
the profit and loss account upon expiry of the Contracts. When more than one contract in respect of the relevant
series of Equity Index/Stock Futures to which the squared-up contract pertains is outstanding at the time of the
squaring-up of the Contract, the contract price of the contract so squared-up is determined using weighted average
method for calculating profit/loss on squaring-up.

Financial Assets Initial Recognition


All financial assets are initially recognized at fair value. Transaction costs that are directly attributable to the acquisition or
issue of financial assets, which are not at fair value through profit or loss, are adjusted to the fair value on initial recognition.

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.

Financial Assets at Fair Value through Other Comprehensive Income: (FVTOCI)


Financial assets are subsequently measured at fair value through other comprehensive income if these financial assets
are held within a business model whose objective is achieved by both collecting contractual cash flows and selling
financial assets and the contractual terms of financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on principal and the interest on the principal outstanding.

Financial Assets at Fair Value through Profit or Loss: (FVTPL)


Any financial asset not subsequently measured at amortized cost or at fair value through other comprehensive income,
is subsequently measured at fair value through profit or loss. Financial assets falling in this category are measured at fair
value and all changes are recognized in the Statement of Profit and Loss.

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.

Financial Liabilities Initial Recognition


All financial liabilities are initially recognized at fair value. Transaction costs that are directly attributable to the
acquisition or issue of financial liabilities, which are not at fair value through profit or loss, are adjusted to the fair value
on initial recognition.

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.

144 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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.

Impairment of Financial Assets


The Group applies the Expected Credit Loss (ECL) model for recognizing impairment losses if any on financial assets.
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.

Offsetting of financial instruments


Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet when the Company
has a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis, or
realize the asset and settle the liability simultaneously.

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.

Defined benefit plans


Gratuity
The Group provides a lump sum payment to eligible employees, at retirement or resignation of employment based on the
last drawn salary and years of employment with the Company as per the provisions of the Payment of Gratuity Act, 1972.
The liability or asset recognized in the Balance Sheet in respect of a defined gratuity plan is the present value of defined
benefit obligation at the end of the reporting period less the fair value of plan assets. Gratuity liability is a defined
benefit obligation and is recorded based on actuarial valuation using the projected unit credit method made at the end
of the year.
The present value of defined benefit obligation is determined by discounting the estimated future cash out flows by
reference to market yields at the end of the reporting period on government bonds that have terms approximating to
the terms of the related obligation. The gratuity liability and net periodic gratuity cost is actuarially determined after
considering discount rates, expected long term return on plan assets and increase in compensation levels.

Recognition and Measurement of Defined Benefit Plans


Re-measurement gains or losses arising from Experience Adjustments and changes in actuarial assumptions are
recognized in the period they occur, directly in the Other Comprehensive Income. They are included in the statement of
changes in equity and in the Balance Sheet. Re-measurements comprising actuarial gains or losses and return on plan
assets (excluding amounts included in net interest on the net defined benefit liability) are not reclassified to Statement
of Profit or Loss in subsequent periods.
Changes in present value of the defined benefit obligation resulting from plan amendments or curtailments are recognized
immediately in the Statement of Profit and Loss.

Annual Report 2022-23 | 145


Notes to the financial statements for the year ended 31st MARCH 2023
Segment reporting
The Group is primarily engaged in the business of investment and lending activities. As such the Group’s financial
statements are largely reflective of the investment and lending business and there is no separate reportable segment.
Pursuant to Ind AS 108 – Operating Segments, no segment disclosure has been made in these consolidated financial
statements, as the Group has only one geographical segment and no other separate reportable business segment.

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.

Current and Deferred tax for the year - OCI


Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other
comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other
comprehensive income or directly in equity respectively.

Property, plant and equipment


The property plant and equipment are the assets held for the use in the supply of services.
Property, plant and equipment’s are stated in the balance sheet at cost (net of duty/ tax credit availed) less accumulated
depreciation and accumulated impairment losses.

146 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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.

Annual Report 2022-23 | 147


Notes to the financial statements for the year ended 31st MARCH 2023
The impairment loss recognised in prior accounting period is reversed if there has been a change in the estimate of
recoverable amount.

Foreign Currency Transactions


Transactions in foreign currency are accounted at the exchange rates prevailing on the date of the transaction. Monetary
assets and liabilities denominated in foreign currencies are translated at the functional currency closing rates of exchange
at the reporting date.
Exchange differences arising on settlement or translation of monetary items are recognised in Statement of Profit and
Loss except to the extent of exchange differences which are regarded as an adjustment to interest costs on foreign
currency borrowings that are directly attributable to the acquisition or construction of qualifying assets, are capitalized
as cost of assets.
Non-monetary items that are measured in terms of historical cost in a foreign currency are recorded using the exchange
rates at the date of the transaction. Non-monetary items measured at fair value in a foreign currency are translated using
the exchange rates at the date when the fair value was measured. The gain or loss arising on translation of non-monetary
items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the
item (i.e., translation differences on items whose fair value gain or loss is recognised in OCI or Statement of Profit and
Loss are also recognised in OCI or Statement of Profit and Loss, respectively).

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.

Cash Flow Statement


Statement of cash flows are reported using the indirect method, whereby profit for the period is adjusted for the effects
of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and
item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing
and financing activities of the Company are segregated.

Provisions and Contingent Liabilities


Provisions are recognized when the Company, as a result of a past event, has a present obligation and it is probable that
the Company will be required to settle the obligation for which a reliable estimate can be made.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation
at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a
provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present
value of those cash flows (when the effect of the time value of money is material). When discounting is used, the increase
in the provision due to the passage of time is recognised as a finance cost.
Contingent liabilities are disclosed when
(i) there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence
or non-occurrence of one or more uncertain future events not wholly within the control of the Company (or)
(ii) there is a present obligation that arises from past events where it is either not probable that an outflow of resources
will be required to settle the obligation or a reliable estimate of the amount cannot be made.

Earnings Per Share


The basic earnings per share has been computed by dividing the net income attributable to equity shareholders by
weighted average number of equity shares outstanding during the year.
The diluted earnings per share has been computed using weighted average number of shares adjusted for effects of all
potentially dilutive equity shares.

i. Critical accounting judgments and key sources of estimation uncertainty


The preparation of financial statements in accordance with Ind AS requires use of estimates and assumptions for some
items, which might have an effect on their recognition and measurement in the balance sheet and statement of profit
and loss. The estimates and associated assumptions are based on historical experience and other factors that are

148 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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.

Useful lives of Property Plant and Equipment / Intangible Assets


Property, Plant and Equipment / Intangible Assets are depreciated / amortised over their estimated useful lives, after
taking into account estimated residual value. Management reviews the estimated useful lives and residual values of the
assets annually in order to determine the amount of depreciation / amortisation to be recorded during any reporting
period. The useful lives and residual values are based on the Company’s historical experience with similar assets and
take into account anticipated technological changes. The depreciation / amortisation for future periods is revised if there
are significant changes from previous estimates.

Impairment of Financial Assets


The impairment provisions for Financial Assets are based on assumptions about risk of default and expected cash loss
rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation,
based on Company’s past history, existing market conditions as well as forward looking estimates at the end of each
reporting period.

Annual Report 2022-23 | 149


Notes to the financial statements for the year ended 31st MARCH 2023
NOTE: 2 CASH AND CASH EQUIVALENTS (H In Crores)
Particulars As at
31 March, 2023
Cash on hand 0.55
Balances with banks
- In current accounts 319.20
- In term deposit accounts (including interest accrued) 30.33
Total 350.09

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

NOTE: 4 RECEIVABLES (H In Crores)


Particulars As at
31 March, 2023
Trade Receivables -
Receivables considered good - Secured -
Receivables considered good - Unsecured
(a) Receivables - credit impaired 33.28
Less: Impairment loss allowance (33.07) 0.21
Total 0.21

1) Ageing of Trade Receivables


As at 31st March, 2023 Outstanding for following periods from due date of payment Total
Less than 6 months 1 year to 2 2 year to 3 More than 3
6 months to 1 year years years years
Undisputed Trade receivables – considered good 0.21 - - - - 0.21
Undisputed Trade receivables – which have - - - - - -
significant increase in credit risk
Undisputed Trade receivables – credit impaired - - - - - -
Disputed Trade receivables – considered good - - - - - -
Disputed Trade receivables – which have - - - - - -
significant increase in credit risk
Disputed Trade receivables – credit impaired - - - 14.65 18.42 33.07
Total 0.21 - - 14.65 18.42 33.28
There are no dues from directors or other officers of the Company or any firm or private company in which any director is a
partner, a director or a member.

150 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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.

Annual Report 2022-23 | 151


Notes to the financial statements for the year ended 31st MARCH 2023
NOTE: 6 INVESTMENTS (H in Crores)

Particulars As At 31 March, 2023


Amortised Cost At Fair value Subtotal Others * Total
Through Other Through Designated at fair
Comprehensive Income profit or loss value through P&L
(A)
Mutual Funds/Other Funds - - - - - 141.63 141.63
Equity Instruments - Listed - 2,903.42 317.70 - 3,221.12 - 3,221.12
Equity Instruments - Unlisted - - - - - 61.07 61.07
Investments in Preference Shares - - - - - 3.21 3.21
Investments in Debentures - - - - - 47.23 47.23
Investment in Gold Bar - - - - - 0.89 0.89
Investment in Security Receipts - - - - - 68.29 68.29

152 | Authum Investments & Infrastructure Limited


Total (A) Gross - 2,903.42 317.70 - 3,221.12 322.33 3,543.45
* Others Valued at cost
(B)
(i) Investment outside India - - - - - -
(ii) Investment in India - 2,903.42 317.70 - 3,221.12 322.33 3,543.45
Total (B) Gross - 2,903.42 317.70 - 3,221.12 322.33 3,543.45
(C)
Less:
Allowance for impairment loss (C) - - - - - -
Total Net D=(A-C) - 2,903.42 317.70 - 3,221.12 322.33 3,543.45
Corporate Overview
Statutory Reports
Financial Statements

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

NOTE: 8 CURRENT TAX ASSETS (H In Crores)


Particulars As at 31 March, 2023
Taxes Paid (TDS & advance Income Tax) 10.81
Total 10.81

NOTE: 9 INVESTMENT PROPERTY (H In Crores)


Particulars As at 31 March, 2023
Investment in Immovable Property -
Opening Balance 141.58
Add:Additions During the year 45.93
Less: Disposals 7.58
Total 179.93
(i) Amount recognised in the Statement of Profit and Loss for Investment property is H0.11 Crores (Previous Year H0.10
Crores) pertaining to loss on sale of investment property.

NOTE: 10 PROPERTY, PLANT AND EQUIPMENTS (H In Crores)

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

Annual Report 2022-23 | 153


Notes to the financial statements for the year ended 31st MARCH 2023
Note 11. INTANGIBLE ASSETS (H In Crores)
Particulars Computer Total
Software
Gross Block
Balance as at April 01, 2022 - -
Additions - -
Disposals - -
Adjustment 0.00 0.00
Additions on accounts of Business Combination 71.68 71.68
Balance as at March 31, 2023 71.68 71.68
Accumulated Depreciation and Impairment
Balance as at April 01, 2022 - -
Charge for the year 4.42 4.42
Additions on accounts of Business Combination 65.32 65.32
Disposals - -
Balance as at March 31, 2023 69.74 69.74
Net carrying amount as at April 01, 2022 - -
Net carrying amount as at March 31, 2023 1.94 1.94

NOTE: 12 OTHER NON-FINANCIAL ASSETS (H In Crores)


Particulars As at 31 March, 2023
Repossessed assets held for sale -Secured 7.19
Less : Impairment loss allowance (5.34) 1.85
Security Deposits 3.16
Balance With Government Authorities 40.33
Prepaid Expenses 3.19
Other Receivables 2.46
Total 51.00

NOTE: 13 TRADE PAYABLES (H In Crores)


Particulars As at 31 March, 2023
Total outstanding dues of Micro, Small and Medium Enterprise -
Total outstanding dues of creditors other than Micro, Small and Medium Enterprise
Goods -
Services 48.26
Total 48.26

a) Ageing of Trade Payables


i) Undisputed Trade Payables
Particulars As at 31 March, 2023
MSME Others
Outstanding for following periods from due date of payment - -
Less than 1 year - 48.26
1 year to 2 years - -
2 year to 3 years - -
More than 3 years - -
Total - 48.26

154 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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 - -

NOTE: 14 OTHER PAYABLES (H In Crores)


Particulars As at 31 March, 2023
Collateral deposit from customers 20.46
Interest on Collateral 7.71
Liabilities towards Securitisation transactions 1,273.10
Total 1,301.28

NOTE: 15 DEBT SECURITIES (H In Crores)


Particulars As at 31 March, 2023
a) Non Convertible Debentures
(At amortised cost)
- Secured 63.80
- Unsecured - 63.80
b) Market Link Debentures
(At fair value through profit & loss)
- Secured 5.03
Total 68.83
Debt securities in India 68.83
Debt securities outside India -
Total 68.83

Details of Non-convertible Debentures


Particulars As at 31 March, 2023
Interest range rate Amount
Overdue 9.10% - 14.00% 30.40
Repayable on maturity
Maturing within 1 year 9.10% - 12.78% 30.40
Maturing between 1 year to 3 years - -
Maturing between 3 year to 5 years 8.66% - 12.98% 3.00
Maturing beyond 5 years - -
Total 63.80

Details of Non-convertible Debentures


Particulars As at 31 March, 2023
Interest range rate Amount
Overdue 5.03
Total 5.03
a) Security clause in respect to debentures
Non convertible deventures including market linked deventures (Dissenting Debenture holders), amount has been set aside
as per the Resolution plan in the form of Fixed deposit.

Annual Report 2022-23 | 155


Notes to the financial statements for the year ended 31st MARCH 2023
NOTE: 16 BORROWINGS (H In Crores)
Particulars As at
31 March, 2023
At Amortised Cost
In India
(a) Term Loans
- from Banks/Financial Institutions (Secured) 440.09
(b) Loans repayable on demand
- from Financial Institutions (Secured) 659.00
- from Related Parties (Unsecured) 106.50
- from Other Parties (Unsecured) -
(c) Cash Credit Facilities 227.50
Outside India -
Total 1,433.09
The borrowings have not been guaranteed by directors or others.
The Group has utilised the funds raised from banks and financial institutions for the specific purpose for which they were
borrowed.
The Group has borrowed funds from financial institutions on the basis of security against shares and securities.

Details of Term Loan


Particulars As at 31 March, 2023
Interest range rate Amount
Overdue 8.75% To 11.95% 437.79
Repayable on maturity
Maturing within 1 year 7.70% 0.43
Maturing between 1 year to 3 years 7.70% 0.96
Maturing between 3 year to 5 years 7.70% 0.92
Total 440.09

Details of Cash Credit


Particulars As at 31 March, 2023
Interest range rate Amount
Overdue 9.25% To 17.00% 227.50
Total 227.50
a) Security clause of term loans from banks / financial institutions:
i. The Company has taken vehicle loan from bank against hypothecation of motor vehcile for a tenure of 60 months at
a rate of interest 7.70% p.a. payable in equated Monthly installment. Maturity date is 07th Novermber, 2027.
ii. The Company has borrowed funds from financial institutions on the basis of security against shares and securities.
iii. Out of the Overdue amount of H437.79 Crores, H323.75 Crores represents the unsustainable balance debts of lenders
which were not converted to Complusory convertible Debentures (CCD) as at March 31, 2023. However, the same has
been converted in the 1st quarter of FY 2023-24.
iv. As per the approved Resolution plan, the total entitlement for the Term loan of NABARD stands at H114.04 Crores. The
Company has set aside the same amount in the form of Fixed Deposit.
b) Security clause of cash credit from banks / financial institutions:
The entire amount of H227.50 Crores represents the unsustainable balance debts of lenders which were not converted to
Complusory convertible Debentures (CCD’s) as at March 31, 2023. However, the same has been converted in the 1st quarter
of FY 2023-24.

156 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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.

NOTE: 18 OTHER FINANCIAL LIABILITIES (H In Crores)


Particulars As at
31 March, 2023
Interest Accrued but not due 139.60
Others 9.47
Total 149.07

NOTE: 19 PROVISIONS (H In Crores)


Particulars As at
31 March, 2023
Contingent Provision Against Standard Asset 0.42
Employee benefits 0.09
Provision for expenses 11.01
Total 11.52

NOTE: 20 DEFERRED TAX LIABILITIES (NET) (H In Crores)


Particulars As at
31 March, 2023
Deferred tax liabilities
(i) on account of Business Combination 211.69
Total 211.69

Movement of Deferred tax liabilities


- For the year ended March 31st, 2023 (H in Crores)

Particulars Opening Recognised in Recognised in Closing Balance


Balance as at statement in statement in Other as at March 31,
April 1st, 2022 profit & loss Comprehensive 2023
Income
Deferred tax liabilities in relation to
on account of Business Combination - - 211.69 211.69
As a matter of prudence, the Company has decided not to recognise any deferred tax assets / (liabilities) in the books
of accounts. In future, it is to be recognised only to the extent of the probable future profits available against which the
deductible temporary difference can be utilised.
However, the Company has taken over all the identified assets & assumed liabilities of Reliance Home Finance Limited as
part of Business Transfer Agreement (BTA) dated March 29, 2023 at fair value as on the closing date i.e March 31, 2023.
The transaction falls under Business Combination (Ind AS 103) & accordingly deferred tax liability has been recognised on
such transaction.

Annual Report 2022-23 | 157


Notes to the financial statements for the year ended 31st MARCH 2023
NOTE: 21 OTHER NON-FINANCIAL LIABILITIES (H In Crores)
Particulars As at
31 March, 2023
Statutory Dues Payable 3.55
Security Depoists 1.00
Advance against properties 0.73
Excess amount received from borrowers 48.64
Others 3.84
Total 57.77

NOTE: 22 EQUITY SHARE CAPITAL (H In Crores)


Particulars 31.03.2023
No. of Shares Value
AUTHORISED:
Equity Shares of H1/- each 58,00,00,000 58.00
Preference Shares of H10/- each 4,20,00,000 42.00
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

(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

(b) Terms and rights attached to equity shares


The Company has only one class of equity shares having face value of H1 each. Each holder of equity shares is entitled to one
vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the Annual
General Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining
assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of
equity shares held by the shareholders.

(c) Details of shareholders holding more than 5% shares in the company.


Name of Shareholder 31.03.2023
No. of Shares Percentage
holding
Mrs. Alpana Dangi 11,09,09,060 65.30%
Mentor Capital Limited 1,04,82,075 6.17%
Cosmos Heights & Developers LLP 97,99,000 5.77%

158 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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%

NOTE: 23 OTHER EQUITY (H In Crores)

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

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.
Capital Reserve
Capital reserve is the excess of net assets taken over the cost of consideration paid during the Business Transfer Agreement
and consideration paid to subsidiary.

NOTE: 24 INTEREST INCOME (H In Crores)


Particulars Year Ended
31 March, 2023
On Financial Assets measured at amortised cost
Interest on Loans 73.43
Interest on Deposits with Banks 31.35
Other Interest 2.04
Total 106.83

NOTE: 25 FEES & COMMISSION INCOME (H In Crores)


Particulars Year Ended
31 March, 2023
Brokerage & Commission 0.11
Servicing Fee income 1.08
Total 1.19

Annual Report 2022-23 | 159


Notes to the financial statements for the year ended 31st MARCH 2023
NOTE 25 FEES & COMMISSION INCOME (Contd.)
Revenue from contracts with customers
Set out below is the revenue from contracts with customers and reconciliation to the statement of profit and loss;
(H In Crores)
Particulars Year Ended
31 March, 2023
Type of services or service
Brokerage & Commission 0.11
Servicing fees & other charges 1.08
Total revenue from contract with customers 1.19
Geographical markets
- India 1.19
- Outside India -
Total revenue from contract with customers 1.19
Timing of revenue recognition
Services transferred at a point in time 1.19
Services transferred over time -
Total revenue from contracts with customers 1.19

NOTE: 26 NET GAIN/(LOSS) ON FAIR VALUE CHANGES (H In Crores)


Particulars Year Ended
31 March, 2023
(A) At amotised cost
(i) Foreclosure & Other Operating Charges 4.94
(ii) Profit on Sale of Investments (Net)
- Current 1.97
- Long Term -
(B) Net gain/(loss) on financial instruments at fair value through profit or loss
(i) On trading portfolio
- Investments (126.03)
- Derivatives (15.56)
Total Net gain/(loss) on fair value changes (C) (134.69)
(D) Fair Value Changes :
- Realised (155.76)
- Unrealised 21.07
Total Net gain/(loss) on fair value changes(D) to tally with (C) (134.69)

NOTE: 27 OTHER OPERATING INCOME (H In Crores)


Particulars Year Ended
31 March, 2023
Bad Debts Recovered 59.25
Total 59.25

NOTE: 28 FINANCE COST (H In Crores)


Particulars Year Ended
31 March, 2023
On Financial liabilities measured at Amortised Cost
Interest on Borrowings 280.78
Other Borrowing Cost -
Total 280.78

160 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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

NOTE: 30 IMPAIRMENT ON FINANCIAL INSTRUMENTS


Particulars Year Ended 31 March, 2023
Impairment loss on financial instruments measured at amortised cost:
- Loans
(i) Bad Debts Written Off 1,050.16
(ii) Provision/(Reversal) for Expected Credit Loss (1,106.61)
(iii) Reversal of Contingent provision against standard assets (22.28)
(iv) Shortfall in Credit Enhancement on Securitisation 2.74 (75.97)
- Others
(i) Provision for Expected Credit Loss 0.11
(ii) (Profit)/ Loss on Sale of Repossessed Assets 1.09 1.21
At Fair value through Profit & Loss
(i) Net (gain) / loss on MLD at fair value through profit or loss (13.49)
(ii) Net (gain) / loss on Investments at fair value through profit or loss 2.35 (11.14)
Total (85.90)

NOTE: 31 EMPLOYEE BENEFITS (H In Crores)


Particulars Year Ended
31 March, 2023
Salaries and Bonus 12.97
Director's Remuneration 0.41
Contrfbution to Provident fund and other Funds 0.86
Staff Welfare Expenses 0.30
Total 14.54

NOTE: 32 DEPRECIATION, AMORTIZATION AND IMPAIRMENT (H In Crores)


Particulars Year Ended
31 March, 2023
Depreciation on Property, Plant and Equipment (Refer Note 10 & 11) 9.40
Total 9.40

Annual Report 2022-23 | 161


Notes to the financial statements for the year ended 31st MARCH 2023
NOTE: 33 OTHER EXPENSES (H In Crores)
Particulars Year Ended
31 March, 2023
Rent, Taxes and Energy Costs 3.80
Repair & Maintenance 11.11
Director Sitting Fees 0.27
Donation 27.59
Corporate Social Responsibility Expenses 2.03
Auditors Remuneration:
For Audit Fees 0.16
For Other Services 0.01
Professional & Consultancy Charges 24.50
Securities Transaction Tax 4.81
Other Expenditure 16.33
Total 90.60

Note :34 TAX EXPENSE (H In Crores)


Particulars Year Ended
31 March, 2023
Current Tax 43.20
Income Tax for Earlier Years 4.15
Total 47.35

Note :35 EARNINGS PER SHARE (H In Crores)


Particulars Year Ended
31 March, 2023
Net Profit attributable to equity share holders 4,304.02
Nominal Value of equity shares (H) 1
Weighted Average of number of Equity shares 16,98,45,100
Basic Earnings Per Share (H) 253.41
Diluted Earnings Per share (H) 253.41

Note: 36 CATEGORY - WISE CLASSIFICATION OF FINANCIAL INSTRUMENTS


As on 31st March 2023
Financial Assets measured at Fair Value through Other Comprehensive Income (FVTOCI) (H in Crores)

Particulars Carrying Level 1 Level II Level III


Amount
Equity Shares 2,903.42 2,903.42 - -
Equity Shares Unlisted 61.07 - 61.07 -

162 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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.

Note: 37 CAPITAL MANAGEMENT


The primary objective of the Company’s Capital Management is to maximise shareholders value. The Company manages its
capital to ensure that it will be able to continue as going concerns while maximizing the return to stakeholders through the
optimisation of the debt and equity balance. The Company’s policy is to maintain a strong capital base so as to maintain
investors, creditors and market confidence to sustain future development of the business. For the purpose of the Company’s
capital management, capital includes issued capital and other equity reserves.

Annual Report 2022-23 | 163


Notes to the financial statements for the year ended 31st MARCH 2023
Note: 38 FINANCIAL RISK MANAGEMENT
The Company has exposure to the following risks arising from financial instruments:
Credit risk;
Liquidity risk ; and
Market risk
The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set
appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are
reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training
and management standards and procedures, aims to maintain a disciplined and constructive control environment in which
all employees understand their roles and obligations.

(a) Liquidity Risk


Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial
liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity
is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both
normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
The Company regularly monitors the rolling forecasts and the actual cash flows to service the financial liabilities on a
day-to-day basis through cash generation from business and by having adequate banking facilities.
The following table shows the maturity analysis of the Company’s financial liabilities based on contractually agreed
undiscounted cash flows along with its carrying value as at the Balance sheet date.
Particulars Note No. Contractual Cash Flows
Carrying Less than 1- 3 Years 3-5 Years After 5
Amount 1 year years
Trade Payables 13 48.26 48.26 - - -
Other Payables 14 1,301.28 42.83 100.75 - 1,157.70
Borrowings 15 1,433.09 1,433.09 - - -
Subordinated Liabilities 16 202.14 0.14 - 202.00 -
Other Financial Liabilities 17 149.07 149.07 - - -

(b) Credit Risk


Credit risk is the risk of financial loss to the Company if a customer or counter-party to a financial instrument fails
to meet its contractual obligations, and arises principally from the Company’s receivables from customers and loans
and advances.

(i) Trade receivables:


The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer and
the geography in which it operates. Concentration of credit risk with respect to trade receivables are limited as the
customers are reviewed, assessed and monitored regularly on a monthly basis with pre-determined credit limits
assessed based on their payment capacity. Our historical experience of collecting receivables demonstrates that
credit risk is low.
The following table sets out the information about the credit quality of financial assets measured at amortised cost.
(H In Crores)
Particulars 31st March 2023
Trade receivables 33.28
Less: allowance Carrying amount (33.07)
Net 0.21

(ii) Other financial assets:


The Company has exposure in Cash and cash equivalents, loans and investment carried at amortised cost. The
Company’s maximum exposure to credit risk as at 31st March, 2023 is the carrying value of each class of financial
assets as on that date.

164 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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.

Note: 39 CONTINGENT LIABILITIES & CAPITAL COMMITMENTS (H In Crores)


Particulars Year Ended
31 March, 2023
a. Contingent liabilities
1. Guarantees to banks and financial institutions 0.65
2. Claims against the Company not acknowledges as debt 14.69
b. Capital commitments -
Future cash outflows in respect of above are determinable only on receipt of judgements /decisions pending with various
forums/authorities. It is not practicable for the Company to estimate the timings of the cashflows, if any, in respect of the
above pending resolution of the respective proceedings. The Company does not expect any reimbursement in respect of the
above contingent liabilities. The Company is of the opinion that above demands are not sustainable and expects to succeed
in its appeals. The management believes that the ultimate outcome of these proceedings will not have a material adverse
effect on the Company’s financial position and results of operations.

Note: 40 TRANSFER OF FINANCIAL ASSETS


1) Transferred financial assets that are not derecognised in their entirety
The following tables provide a summary of financial assets that have been transferred in such a way that part or all of
the transferred financial assets do not qualify for derecognition, together with the associated liabilities:

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.

Annual Report 2022-23 | 165


Notes to the financial statements for the year ended 31st MARCH 2023
Note: 40 TRANSFER OF FINANCIAL ASSETS (Contd.)
2) Assignment Deal:
During the year ended March 31, 2023, there were no Assignment deals are undertaken by the subsidiary Company.
However, During the year, 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 Assignment
deal (Loan) amounting to H99.47 crores.
3) Transferred financial assets that are derecognised in their entirety but where the Company has continuing involvement
The Subsidiary Company has not transferred any assets that are derecognised in their entirety where the Company
continues to have continuing involvement.

Note 41: IMPLEMENTATION OF RESOLUTION PLAN OF SUBSIDIARY COMPANY


In respect of Implementation of the approved Resolution plan of Reliance Commercial Finance Ltd. (“”Subsidiary company””)
submitted by Authum Investment and Infrastructure Limited (“”Holding Company””), most of the lenders have converted their
unsustainable balance debt into Compulsorily Convertible Debentures (CCD) and transferred to the holding company as per
the condition set out in the implementation memorandum dated September 30, 2022.
Accordingly, a sum of H2,314.12/- crore being the amount of balance unsustainable debt of the ICA lenders after considering
the CCD issuances and payment made, has been written back in the Statement of Profit and Loss as an Exceptional Item.
The subsidiary company has approached the remaining lenders for extension of time till 15th February for conversion of
unsustainable debt into CCDs in terms of the resolution plan. The CCD issued till 31st March 2023 have been treated as
compound financial instrument and presented as per IND-AS 109 in the financial statement. Allotment of CCDs to one of the
lender is pending for allotment as on 31st March 2023, however the same has been allotted in the month May 2023. Also,
confirmation is awaited from one of the ICA lender on the subscription of CCDs. The liability of both the lenders is continued
in financial statement as on March 31, 2023.
NABARD being one of the participating creditor in Inter Creditors Agreement (ICA) has given its conditional “”no dues and
release letter”” to the subsidiary company for accepting the liquidation value amount set aside with the lead banker of
H114.04 crores in terms of the Resolution Plan. Considering the above H1172.41 crores, being liability (i.e Principal plus
Accured Interest Less Amount Distributed/set aside) over and above the liquidation value, has been written back and shown
as exceptional item in the statement of profit and loss. The liquidation value, kep aside with Lead ICA banker, is continued
to be shown as liability. This is part of written back amount as mentioned above through staement of Profit and loss as an
exceptional item.
Also, during the year one of the bank has adjusted the liability of the subsidiary company to NIL, which has been confirmed
in their bank statement. This is considered unpayable by the ICA lenders as the liability is not confirmed by such lender.
Accordingly, the new management has decided to write back the entire exposure of H318.76/- crore, in the books of accounts
of the company and shown as exceptional item.
Inter corporate deposits (ICD) of H363.19/- crore for which Holding Company has approached to the lending companies
about the implementation of the resolution plan and communicating about non admissibility of their claims for which
the acceptance has been given by the lending company. Accordingly a sum of H527.60/- crore for such deposits along with
interest thereon has been written back and shown in the exceptional item.”
In furtherance, all unsustainable debt of debenture holders and CP holders after considering payment made has been written
back to the extent of H1,125.87/- crore (including interest accrued) as exceptional item through statement of Profit and Loss.
For dissenting debenture holders of Reliance Commercial Finance Ltd., the consideration set out in the implementation
memorandum have been kept aside separately with the Bank of Baroda (being lead ICA banker).

166 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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

Annual Report 2022-23 | 167


Notes to the financial statements for the year ended 31st MARCH 2023
Note: 43 PRINCIPLES AND ASSUMPTIONS USED FOR CONSOLIDATED FINANCIAL STATEMENTS AND
PROFORMA ADJUSTMENTS:
The Consolidated Financial Statements have been prepared by applying the principles laid in the Indian Accounting Standard
(Ind AS) - 110 "Consolidated Financial Statements" and (Ind AS) - 28 “Investments in Associates and Joint Ventures” issued
by the Institute of Chartered Accountants of India for the purposes of these Consolidated Balance Sheet, Consolidated
Statement of Profit and Loss, Consolidated Statement of Cash Flows, Consolidated Statement of Changes in Equity and
Summary of significant accounting policies and other explanatory information to the consolidated financial statements,
together referred to in as ‘Consolidated Financial Statements.
The list of subsidiaries and associates in the consolidated financial statement are as under :-
Authum Investment and Infrastructure Limited (‘the Company’ or ‘the holding company’) shareholding in the following
companies as on 31 March 2023 are as under:

Name of entities Country of Proportion of


Incorporation ownership interest
1. Name of Subsidiaries
Reliance Commercial Finance Limited India 100%

Note: 44 ADDITIONAL DISCLOSURE PERTAINING TO SUBSIDIARIES/ASSOCIATE AS PER DIVISION III OF


COMPANIES ACT, 2013
Name of the entity Net Assets (i.e. Share in Profit & Share in other Share in total
Total Assets - (Loss) comprehensive comprehensive
Total Liabilities) income income
Parent
Authum Investment and Infrastructure 2,771.13 81.11% 240.20 5.58% -370.49 -143.05% -130.29 -2.86%
Limited
Subsidiaries
Reliance Commercial Finance Limited 645.28 18.89% 4,063.82 94.42% 629.49 243.05% 4693.31 102.86%

Note: 45 RELATED PARTY TRANSACTIONS:


Names of Related Parties:
A) 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) Geetanjali Infosystems Private Limited
4) Rumi Grown Diamonds Private Limited
5) Swadesh Yarn
6) Gullfoss Enterprises Private Limited

B) Key Managerial Personnel and their Relatives


1) Mr. Amit Dangi, Whole Time Director, w.e.f. 10th March, 2023
2) Mr. Amit Dangi, Chief Financial Officer, Resigned w.e.f. 10th March, 2023
3) Mr. Sanjay Dangi, Director
4) Mrs. Alpana Dangi, Promotor and Director
5) Mr. Divy Dangi, Relative of KMP
6) Mr. Deepak Dhingra, Chief Financial Officer, w.e.f. 10th March, 2023
7) Mr. Hitesh Vora, Company Secretary

168 | Authum Investments & Infrastructure Limited


Corporate Overview
Statutory Reports
Financial Statements

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

46) VALUATION OF PROPERTY, PLANT AND EQUIPMENT:


The Group has not revalued its Property, Plant and Equipment during the year.

47) CAPITAL WORK IN PROGRESS (CWIP) AND INTANGIBLE ASSET:


The Group does not have any CWIP and Intangible asset under development.

48) REGISTRATION OF CHARGES OR SATISFACTION WITH REGISTRAR OF COMPANIES (ROC):


No charges or satisfactions are yet to be registered with ROC beyond the statutory period.

49) COMPLIANCE WITH NUMBER OF LAYERS OF COMPANIES:


The Group has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies
(Restriction on number of Layers) Rules, 2017 for the financial years ended March 31, 2023.

50) COMPLIANCE WITH APPROVED SCHEME(S) OF ARRANGEMENTS:


None of the Scheme of Arrangements has been approved by the Competent Authority in terms of sections 230 to 237 of the
Companies Act, 2013.

Annual Report 2022-23 | 169


Notes to the financial statements for the year ended 31st MARCH 2023
51) UTILISATION OF BORROWED FUNDS AND SHARE PREMIUM:
The Group, as part of its normal business, grants loans and advances, makes investment, provides guarantees to and accept
borrowings from its customers, other entities and persons. These transactions are part of Company’s normal non-banking
finance business, which is conducted ensuring adherence to all regulatory requirements.
Other than the transactions described above, no funds have been advanced or loaned or invested (either from borrowed
funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including
foreign entities (“Intermediaries”) with the understanding, whether recorded in writing or otherwise, that the Intermediary
shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has also not
received any fund from any parties (Funding Party) with the understanding that the Company shall whether, directly or
indirectly lend or invest in other persons or entities identified by or on behalf of the Funding Party (“Ultimate Beneficiaries”)
or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

52) UNDISCLOSED INCOME:


There are no transactions not recorded in the books of accounts.

53) DETAILS OF CRYPTO CURRENCY OR VIRTUAL CURRENCY:


The Group has not traded or invested in Crypto currency or Virtual currency during the financial years ended March 31, 2023.

54) DETAILS OF BENAMI PROPERTY HELD:


No proceedings have been initiated or pending against the group for holding any benami property under the Benami
Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder in the financial years ended March 31, 2023.

55) WILFUL DEFAULTER:


The Holding Company has not been declared as a wilful defaulter by any bank or financial institution or other lender in the
financial years ended March 31, 2023.
Nevertheless, before acquiring Reliance Commercial Finance Limited (“Subsidiary Company”), few of the banks had
classified the Subsidiary Company as a Wilful defaulter. However, post successful implementation of the debt resolution
plan, the lenders had signed the lenders implementation memorandum which had specific clause for removal of the wilful
defaulter classification.

56) RELATIONSHIP WITH STRUCK OFF COMPANIES


The group did not have any transaction with any companies whose name have been struck off under section 248 of the
Companies Act, 2013 in the financial years ended March 31, 2023.

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.

The accompanying notes form an integral part of the financial statements.


In term of our report of even date annexed herewith
For H.R. Agarwal & Associates For and on behalf of the Board
Chartered Accountants
Firm Reg No: 323029E
Shyam Sunder Agarwal Amit Dangi Sanjay Dangi
Partner Whole Time Director Director
Membership No: 060033 DIN: 06527044 DIN: 00012833
UDIN: 23060033BGUDFJ1343
Place: Mumbai Deepak Dhingra Hitesh Vora
Date: 30th May, 2023 Chief Financial Officer Company Secretary

170 | Authum Investments & Infrastructure Limited

You might also like