Dear Shareholders,
Your Directors have pleasure in presenting the Sixteenth Annual Report
together with audited financial statement of accounts of Yaari Digital Integrated Services
Limited ("the Company") for the financial year ended March 31, 2023.
FINANCIAL HIGHLIGHTS
The highlights of the standalone financial results of the Company for
the financial year ended March 31, 2023 are as under:
(Amount in Rs. crores)
Particulars |
For the financial year ended
March 31, 2023 |
For the financial year
ended March 31, 2022 (Restated)* |
Profit / (Loss) before
depreciation and tax |
414.08 |
(168.31) |
Less: Depreciation and
amortization expense |
1.31 |
1.84 |
Profit / (Loss) before tax |
412.77 |
(170.15) |
Less: Provision for Tax |
(0.22) |
- |
Profit / (Loss) after tax |
412.99 |
(170.15) |
Profit / (Loss) brought
forward |
(1,070.11) |
(890.85) |
Other Comprehensive Income |
(32.14) |
(9.11) |
Amount available for
appropriation |
(689.26) |
(1,070.11) |
Less: Appropriations: |
|
Proposed dividend on
preference shares |
0 |
0 |
Corporate dividend tax thereon |
0 |
0 |
Interim dividend on equity
shares |
0 |
0 |
Corporate dividend tax thereon |
0 |
0 |
Transfer to general reserve |
0 |
0 |
Less: Ind-AS adjustments |
0 |
0 |
Balance carried forward to
Balance Sheet |
(689.26) |
(1,070.11) |
The Board has not proposed to transfer any amount to any reserve(s).
*The Financial have been restated consequent upon the Scheme of
Arrangement by and among the Company and all participating companies coming into effect on
3rd August, 2022.
BUSINESS RESTRUCTURING
To streamline the operations and ownership structure of the company,
leading to the maximization of stakeholders' value and the diversification of
shareholders' portfolios by providing direct ownership in each business segment, and to
adopt a focused approach towards the upcoming digital platform businesses, a composite
Scheme of Amalgamation and Arrangement, involving the Company, its direct and indirect
subsidiaries (namely, SORIL Infra Resources Limited, Albasta Wholesale Services Limited,
Sentia Properties Limited, Lucina Infrastructure Limited, Ashva Stud and Agricultural
Farms Limited, Mahabala Infracon Private Limited, Store One Infra Resources Limited,
Indiabulls Enterprises Limited, and Indiabulls Pharmacare Limited), Indiabulls
Pharmaceuticals Limited, and their respective shareholders and creditors (Scheme) was
approved by the Hon'ble NCLT Chandigarh, vide order dated July 21, 2022, which upon its
filling, with the Registrar of Companies, NCT of Delhi and Haryana, the Scheme came into
effect on August 3, 2022, with effect from the Appointed Date fixed under the Scheme, i.e.
April 1, 2019.
In terms of the Scheme, the Company had issued and allotted an
aggregate of 1,11,16,690 equity shares with a face value of Rs. 2/- each to the public
shareholders of SORIL Infra Resources Limited ("SORIL") in the ratio of 1 (one)
fully paid-up equity share with a face value of Rs. 2/- each in the Company for every 1
(one) fully paid-up equity share with a face value of Rs. 10/- each held by them in SORIL
as of August 19, 2022, the record date fixed for this purpose. Consequently, aggregate of
2,03,83,310 equity shares held by the Company in SORIL, as its promoter, were canceled.
Also in terms of the Scheme, shareholders of the Company were allotted
shares of Indiabulls Enterprises Limited ("IEL") in a ratio of 1 (one) fully
paid-up equity share with a face value of Rs. 2/- each in IEL for every 1 (one) fully
paid-up equity share with a face value of Rs. 2/- each held by them in the Company as of
September 2, 2022, the record date fixed for this purpose.
CHANGE IN REGISTERED OFFICE OF THE COMPANY
To achieve administrative control, supervision, convenience, reduction
in overall costs, and more economical, viable, and efficient conduct of the company's
business, the Registered Office of the Company has been shifted from Plot No. 448-451,
Udyog Vihar, Phase-V, Gurgaon-122016, Haryana, to Plot No. 108, IT Park, Udyog Vihar,
Phase 1, Gurugram - 122016, Haryana, with effect from September 2, 2022.
DIVIDEND / TRANSFER TO IEPF
In view of future business requirements of the Company, your directors
do not recommend any dividend. During the year under review, the Company was not required
to transfer any amount to IEPF.
Further, in compliance with Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred
as "SEBI LODR"), the Dividend Distribution Policy of the Company is available on
the website of the Company, at web- link:
https://www.yaari.com/api/static/Investors/1671624740110Dividend_Distribution_Policy.pdf
DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with Section 152 of the Companies Act, 2013 and rules
framed thereunder, and in terms of the Articles of Association of the Company, Mr. Kubeir
Khera (DIN: 03498226), Executive Director, is liable to retire by rotation, and being
eligible, has offered himself for reappointment at the ensuing Annual General Meeting. For
the Company to take benefit of his leadership skills and keeping in view his unique
planning, execution, management and administration capabilities, the Board of Directors
has recommended his re-appointment.
During the period under review, significant changes have occurred in
the composition of the Board of Directors. On April 8, 2022, Mr. Manvinder Singh Walia,
Executive Director and Mr. Ajit Kumar Mittal, a Non-Executive Director of the Company had
resigned. On June 23, 2022, and October 11, 2022, Justice (Retd.) Gyan Sudha Misra and Mr.
Gurruppa Gopalakrishna, Independent Directors had resigned. Tenure of Mr. Shamsher Singh
Ahlawat, Independent Director came to end on September 25, 2022 upon completion of his
second consecutive term.
The Board places on record appreciation for the contributions made by
the directors during their tenure.
Ms. Supriya Bhatnagar (DIN: 08731453) and Mr. Prem Prakash Mirdha (DIN:
01352748) were appointed as Independent Director(s) of the Company, w.e.f. April 8, 2022
and June 23, 2022, respectively, however, since consent of the shareholders to their
appointment could not be obtained within the prescribed period of 3 months of their
appointment, they ceased/ shall cease to be director(s) of the Company w.e.f. July 7, 2022
and September 22, 2022, respectively.
To ensure compliance of applicable listing regulations the Board had
appointed/ reappointed Mr. Gurinder Singh (DIN: 08183046), Ms. Supriya Bhatnagar (DIN:
08731453) and Mr. Aishwarya Katoch (DIN:00557488), w.e.f. September 5, 2022 and Mr. Prem
Prakash Mirdha (DIN: 01352748) w.e.f. September 23, 2022 as Independent Directors of the
Company, for a period of 3 years, not liable to retire by rotation. The Shareholders of
the Company had approved appointment of all these directors on September 30, 2022.
All the Independent Directors meet the criteria of independence laid
down under Section 149 (6) of the Act, and in Regulation 16(1)(b) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI LODR Regulations').
Except Mr. Mirdha, none of the Independent Directors of the Company hold any of its equity
share.
Further w.e.f. September 6, 2022 Mr. Akhil Malhotra was appointed as
Chief Financial Officer (CFO), designated as KMP in place of Mr. Saurabh Garg, who has
resigned with effect from same date. Mr. Lalit Sharma was appointed as Company Secretary
designated as KMP and Compliance Officer of the Company w.e.f. December 27, 2022 in place
of Ms. Priya Jain who has resigned w.e.f. December 21, 2022.
SHARE CAPITAL/ STOCK OPTIONS/ SAR SCHEMES
The paid up equity share capital of the Company, as on March 31, 2022,
was Rs. 17,86,51,138/- comprising of 8,93,25,569 equity shares of face value of Rs. 2/-
each. Subsequent to allotment of 11,116,690 equity shares of face value Rs. 2 each on
August 22, 2022, pursuant to and in terms of the Scheme, the paid up equity share capital
of the Company increased to Rs. 20,08,84,518/- comprising of 10,04,42,259 equity shares of
face value of Rs. 2/- each.
ESOP / SAR SCHEMES / SWEAT EQUITY
Presently, the stock options / stock appreciation rights granted to the
Employees operate under different schemes, namely, ESOP Schemes, viz., 'Yaari Digital
Integrated Services Limited Employee Stock Option Scheme - 2011' and 'Yaari Digital
Integrated Services Limited - Employee Stock Benefit Scheme 2018' (hereinafter
individually and/or collectively referred to as the Scheme(s)").
An aggregate of 55,66,600 stock options, granted under Company's ESOP
Schemes were in force as on March 31, 2023 which shall be exercisable as per the vesting
schedule of respective ESOP Schemes, viz., 'Yaari Digital Integrated Services Limited
Employee Stock Option Scheme - 2011' and 'Yaari Digital Integrated Services Limited -
Employee Stock Benefit Scheme 2018' (hereinafter individually and/or collectively referred
to as the Scheme(s)). Further, in compliance with erstwhile SEBI (Share Based Employee
Benefits) Regulations, 2014 (SBEB Regulations), the Company had set up a registered
employees' welfare trust titled "Surya Employee Welfare Trust" (the
"Trust") to efficiently manage the Scheme(s) and to acquire, purchase, hold and
deal in fully paid-up equity shares of the Company from the secondary market, for the
purpose of administration and implementation of the Scheme(s).
During the year, there has been no variation in the terms of the
options granted under any of the schemes and all the schemes are in compliance with SEBI
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB Regulations). The
Company has obtained a certificate from secretarial auditors on the same.
During the year under review, Surya Employee Welfare Trust, has not
purchased any Equity Shares of the Company from the secondary market. Accordingly, at the
end of the FY 2023, the Trust held 17,54,324 Equity Shares of the Company. No voting right
has been exercised by the Trust in respect of such shares held by it.
During the FY 2022-23, no Sweat Equity Shares were issued by the
Company.
The disclosures required to be made under Securities and Exchange Board
of India (Share Based Employee Benefits and Sweat Equity) Regulations and the Companies
Act, 2013 read with Rule 12 of the Companies (Share Capital and Debentures) Rules 2014,
have been place on the website of the Company www.yaari.com.
PUBLIC DEPOSITS
During the year under review, the Company has not accepted any deposits
from the public, falling within the ambit of Chapter V of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014, therefore, the disclosures required in
terms of Rule 8 of the Companies (Accounts) Rules, 2014, are not required to be given.
LISTING WITH STOCK EXCHANGES
The Equity Shares (ISIN: INE126M01010) of the Company, continue to
remain listed at BSE Limited and National Stock Exchange of India Limited. The listing
fees payable to both the exchanges for the financial year 2023-24 have been paid.
SCHEME OF ARRANGEMENT
In line with the long term business objectives of the Company to
further accelerate the scaling up of the operations and to provide synergy of consolidated
business operations and management and to streamline the operations of the Company and /or
its identified subsidiaries to have a simplified and streamlined holding structure with
pooled resources, the Board of Directors of the Company, subject to all applicable
statutory and regulatory approvals, including approval from the stock exchanges, SEBI,
shareholders and creditors of the company and the jurisdictional bench of the NCLT, has
approved a composite Scheme of Arrangement inter-alia involving Amalgamation of Indiabulls
Enterprises Limited and Dhani Services Limited (DSL) along with certain subsidiary
companies of DSL with and into the Company ("Amalgamated Company" /
"Resulting Company "Yaari") (the "Scheme").
Upon the Scheme coming into effect, the fully paid-up equity shares of
the Company will be issued to the shareholders of Dhani Services Limited and Indiabulls
Enterprises Limited, basis the swap ratio as mentioned in the scheme i.e.
(i) To the Shareholders of Dhani Services Limited
"294 equity shares of Yaari INR 2/- each fully paid-up for every
100 equity shares of DSL of INR 2/- each fully paid-up"
"162 equity shares of Yaari INR 2/- each fully paid-up for every
100 equity shares of DSL of INR 2/- each partly paid-up. The paid-up value of partly
paid-up share is 55% i.e. INR 1.1. The exchange ratio has been computed in proportion to
paid up value."
(ii) To the Shareholders of Indiabulls Enterprises Limited
"110 equity shares of Yaari of INR 2/- each fully paid-up for
every 100 equity shares of IEL of INR 2/- each fully paid-up."
(iii) To the Shareholders of India Land Hotels Mumbai Private Limited
(ILHMPL)
Further upon demerger of the Real Estate Business Undertaking (as more
elaborately defined under the Scheme) of ILHMPL and vesting of the same with and into
Indiabulls Pharmacare Limited (IPL), presently a wholly owned subsidiary of Indiabulls
Enterprises Limited and upon the scheme coming into effect , IPL will become the wholly
owned subsidiary of the Company, the shareholders of the ILHMPL will be allotted "322
Fully Paid-up equity shares of the Company of INR 2/- each for every 1 equity share of the
Demerged Company, ILHMPL".
AUDITORS
(a) Statutory Auditors
M/s Agarwal Prakash & Co. (Firm Registration No. 005975N), the
Statutory Auditors of the Company were re-appointed by the members at their Twelfth Annual
General Meeting, held on September 30, 2019, for a period of five years i.e. until the
conclusion of the Seventeenth Annual General Meeting of the Company.
The Auditors' Report forming part of this Annual Report is
self-explanatory and therefore do not call for any further explanation. The Auditors'
Report does not contain any qualification, reservation, adverse remark or disclaimer. No
frauds have been reported by the Auditors of the Company in terms of the provisions of
Section 143(12) of the Companies Act, 2013 and Rules framed thereunder.
(b) Secretarial Auditor & Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the rules made thereunder, the Company had appointed M/s Marg & Associates a
firm of Company Secretaries in practice as its Secretarial Auditors, to conduct the
secretarial audit of the Company for the Financial Year 2022-23. The Company has provided
all assistance, facilities, documents, records and clarifications etc. to the Secretarial
Auditors for conducting their audit. The Secretarial Audit Report, along with Secretarial
Compliance Report, as prescribed by SEBI, for the Financial Year 2022-23, are annexed as Annexure
1(i) and 1(ii) respectively, and forms part of this Report. The Reports are
self - explanatory and therefore do not call for any further explanation.
Further, the Secretarial Audit Report(s) of the unlisted material
subsidiaries, viz. Indiabulls Life Insurance Company Limited and Indiabulls General
Insurance Limited, are annexed as Annexure 2(i), and 2(ii) respectively. The
Secretarial Audit Reports of the Company and said subsidiaries does not contain any
qualification, reservation or adverse remark or disclaimer.
(c) Cost Records
The Company is not required to prepare and maintain cost records
pursuant to Section 148(1) of the Act.
CORPORATE SOCIAL RESPONSIBILITY
The Company firmly believes that for an organisation to succeed in long
term, it is imperative to keep the overall well-being of the society at the core of its
values and purpose. Our main objective in this regard is to do meaningful work with
measurable output and maximum impact on the society. The Company's vision is to contribute
towards a society where quality healthcare, education and livelihood opportunities
converge to create an equitable future for all families and communities. Corporate Social
Responsibility is not mere an obligation for us but we yearn to transform Bharat into a
stronger and healthier nation.
As part of its initiatives under "Corporate Social Responsibility
(CSR)", the Company has formulated its CSR Policy (available on Company's website at
web-link: https://www.yaari.com/api/static/Investors/1671624394368CSR_Policy.pdf. in
accordance with of the Companies Act, 2013, read with the relevant rules. In terms of the
applicable provisions of the Companies Act 2013, read with relevant Rules, since the
Company had average net losses during immediately preceding three financial years, the
Company was not required to contribute any amount towards CSR activities during the FY
2022-23. An Annual Report on CSR, containing relevant details, is annexed as Annexure -
3, forming part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of the SEBI LODR, Management Discussion and
Analysis Report, for the year under review, is presented in a separate section forming
part of this Annual Report.
CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 of SEBI LODR, a separate section on Corporate
Governance Practices followed by the Company, together with a certificate from a
Practicing Company Secretary confirming compliance, is presented in a separate section
forming part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the following statement
in terms of Section 134 of the Companies Act, 2013:
(a) that in the preparation of the annual financial statements for the
year ended March 31, 2023, the applicable accounting standards had been followed along
with proper explanation relating to material departures, if any;
(b) that such accounting policies as mentioned in the Notes to the
Financial Statements have been selected and applied consistently and judgments and
estimates have been made that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company, as at March 31, 2023 and the profit and loss
of the Company for the year ended on that date;
(c) that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the Companies Act,
2013, for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities;
(d) the annual financial statements have been prepared on a going
concern basis;
(e) that proper internal financial controls are in place and that such
financial controls are adequate and are operating effectively; and
(f) that systems to ensure compliance with the provisions of all
applicable laws are in place and are adequate and operating effectively.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3) of the Companies
Act, 2013 ("Act"), the Annual Return as on March 31, 2023 is available on
website of the Company, at web-link:
https://www.yaari.com/api/static/Investors/1693388435419MGT_7_22-23_YAARI_Final_Signed.pdf
BOARD MEETINGS
During the FY 2022-23, 6 (Six) Board Meetings were convened and held.
The details of such meetings are given in Corporate Governance Report forming part of this
Annual Report. The intervening gap between these meetings was within the period prescribed
under the Companies Act, 2013. The notice and agenda including all material information
and minimum information required to be made available to the Board under Regulation 17
read with Schedule II Part A of the SEBI LODR were circulated to all directors, well
within the prescribed time, before the meeting or placed at the meeting with the consent
of majority of Directors (including one Independent Director). During the year, separate
meeting of the Independent Directors was held on March 21, 2023, without the presence of
Non-Independent Directors and the members of the Company Management.
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEE AND DIRECTORS
The Nomination & Remuneration Committee (NRC) of the Board
reassessed the framework, methodology and criteria for evaluating the performance of the
Board as a whole, including Board committee(s), as well as performance of each director(s)
and confirms that the existing evaluation parameters are in compliance with the
requirements as per SEBI guidance note dated January 5, 2017 on Board evaluation. The
existing parameters includes effectiveness of the Board and its committees, decision
making process, Directors'/ members' participation, governance, independence, quality and
content of agenda papers, team work, frequency of meetings, discussions at meetings,
corporate culture, contribution and management of conflict of interest. Basis these
parameters and guidance note on board evaluation issued by SEBI, the NRC had reviewed at
length the performance of each director individually and expressed satisfaction on the
process of evaluation and the performance of each Director. The performance evaluation of
the Board as a whole and its committees, namely, Audit Committee, Nomination and
Remuneration Committee and Stakeholders' Relationship Committee, as well as the
performance of each director individually was carried out by the entire Board of
Directors. The performance evaluation of the Non-Independent Directors and the Board of
Directors, as a whole was carried out by the Independent Directors in their meeting held
on March 21, 2023. The Directors expressed their satisfaction with the evaluation process.
Also the CEO of the Company, on a periodic basis, has had one-to-one
discussion with the directors for their views on the functioning of the Board and the
Company, including discussions on level of engagement and contribution, independence of
judgment, safeguarding the interest of the Company and its minority shareholders and
implementation of the suggestions offered by Directors either individually or collectively
during different board/ committee meetings.
POLICY ON APPOINTMENT OF DIRECTORS & THEIR REMUNERATION
A Board approved policy for selection and appointment of Directors,
Senior Management and their remuneration, is already in place. The Remuneration Policy is
briefly stated in the Corporate Governance Report forming part of this Annual Report and
is also available at the website of the Company, at web-link:
https://www.yaari.com/api/static/Investors/1671624526704Criteria_for_making_payment_to_Non_
Executive_Directors.pdf
LOANS, GUARANTEES OR INVESTMENTS
During the FY 2022-23, in terms of the provisions of Section 186(1) of
the Companies Act, 2013, the Company did not make any investments through more than two
layers of investment companies. The Company's investment/loans/guarantees during FY
2022-23 were in compliance with the provisions of Section 186 of the Companies Act, 2013,
particulars of which are captured in financial statements of the Company, forming part of
this Annual Report.
RELATED PARTY TRANSACTIONS
During the year, no materially significant related party transaction
was entered by the Company with its Promoters, Key Managerial Personnel or other
designated persons which may have potential conflict with the interest of the Company at
large. Details of all related party transactions are disclosed in the financial statement
of the Company forming part of this Annual Report. None of the transactions with related
parties is material transaction and/or transaction which is not at Arm's length, requiring
disclosure pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014. Therefore the information required in prescribed form AOC- 2 is
not applicable. The Policy on materiality of Related Party Transactions and also on
dealing with such transactions is available on the website of the Company, at web-link:
https://www.yaari.com/api/static/Investors/1671624136000Risk_Management_Policy.pdf
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an elaborate system of internal controls commensurate
with the size, scale and complexity of its operations; it also covers areas like financial
reporting, fraud control, compliance with applicable laws and regulations etc. Regular
internal audits are conducted to check and to ensure that responsibilities are discharged
effectively. The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control systems in the Company, its compliance with regulatory
directives, efficacy of its operating systems, adherence to the accounting procedures and
policies of the Company and its subsidiaries. Wherever required, the internal audit
efforts are supplemented by audits conducted by specialized consultants/audit firms. Based
on the report of the Internal Auditors, process owners undertake corrective actions, in
their respective areas and thereby strengthen the controls.
MATERIAL CHANGES AND COMMITMENTS
Apart from the information provided/disclosures made elsewhere in the
Boards' Report including Annexures thereof, there are no material changes and commitments
affecting the financial position of the Company, occurred between the date of end of the
financial year of the Company i.e. March 31, 2023 till date of this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS
No significant and material orders were passed by the regulators or
courts or tribunals, impacting the going concern status and Company's operations in
future.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo, is as under:
A. Conservation of Energy
The Company operations do not account for substantial energy
consumption. However, the Company is taking all possible measures to conserve energy.
As an ongoing process, the followings are (i) the steps taken or impact
on conservation of energy; (ii) the steps taken by the company for utilising alternate
sources of energy; and (iii) the capital investment on energy conservation equipment:
The Company has been able to reduce energy consumption by using star
rated appliances where possible and also through the replacement of CFL lights with LED
lights. The Company continues to explore collaboration with contractors/partners that
ensure conservation of energy and resources. Some of the steps undertaken for the
conservation of energy are (a) using energy saving LED light fixtures, (b) conservation of
energy at all of its offices by replacing lighting system with LEDs, installation of star
energy conservation air conditioning systems, installation of automatic power controllers
to save maximum demand charges and energy, installation of TFT monitors that saves power,
and periodic Training sessions for employees on ways to conserve energy in their
individual roles. The Company continuously aims to reduce the impact on environment by
optimising the usage of various resources. The Company will explore solar energy, as
alternate source of energy, to meet the energy demands, wherever possible.
B. Technology Absorption
The Company has implemented / shall implement best of the class
applications to manage and automate its business processes to achieve higher efficiency,
data integrity and data security. It has helped it in implementing best business practices
and shorter time to market new schemes, products and customer services. The Company's
investment in technology has improved customer services, reduced operational costs and
development of new business opportunities.
I. The efforts made towards technology absorption:
The Company is investing in cutting edge technologies to upgrade its
infrastructure set up and innovative technical solutions, thereby increasing customer
delight & employee efficiency. Next Generation Business Intelligence & analytics
tool have been implemented to ensure that while data continues to grow, decision makers
gets answers faster than ever for timely & critical level decision making. The Company
has taken major initiatives for improved employee experience, by implementing innovative
solutions and empowering them by providing mobile platform to manage their work while on
the go. Deployment of machines to substitute manual work partly or fully, using LED
lighting in our office buildings, using timers for external lighting and basement lighting
for switching lights on/off as per peak and non-peak hours are some steps towards
optimising the usage of various resources by adopting technology. The Company promotes the
use of electronic means of communication with its shareholders by sending electronic
communication for confirmation of payments and other similar purposes. The Company also
encourages the use of electronic mode of communications to and from all its stakeholders.
Soft copies of the annual report(s) along with the notice convening the Annual General
Meeting(s) were sent to its shareholders so as to minimize the usage of paper.
II. The benefits derived like product improvement, cost reduction,
product development or import substitution:
The Company's investment in technology has improved customer services,
reduced operational cost and development of new business opportunities. Also, there is
cost reduction in the administration and business operations expense through utilisation
of scheduling and planning, efficient practices, etc. Some of the initiatives are:
In-depth planning, organising/scheduling/ structuring the work in tandem with job
descriptions to ensure efficiency, engaging specialised contractors/ consultants to
complete tasks efficiently, introducing rules and regulations based on national and
international standards and internal classifications, monitoring performance at projects
and administrative offices.
III. Information regarding imported technology (imported during last 3
years) and Expenditure incurred on Research & Development:
Not Applicable, since the Company has not imported any technology or
incurred expenses of Research & Development, during such period.
C. Foreign Exchange Earnings and Outgo
There was no earning and outgo in foreign exchange during the year
under review and the previous year.
BUSINESS RISK MANAGEMENT
Pursuant to the applicable provisions of the Companies Act, 2013 and
Regulation 21 of the SEBI LODR, the Company has in place a Board constituted Risk
Management Committee. Details of the Committee and its terms of reference are set out in
the Corporate Governance Report forming part of this report.
The Company has a robust Business Risk Management framework to identify
and evaluate business risks and opportunities. This framework seeks to create
transparency, minimize adverse impact on its business objectives and enhance its
competitive advantage. It defines the risk management approach across the Company and its
subsidiaries at various levels including the documentation and reporting. At present, the
Company has not identified any element of risk which may threaten its existence.
PARTICULARS OF EMPLOYEES
Pursuant to the applicable provisions of the Companies Act, 2013, read
with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
disclosures on Managerial Remuneration are provided in Annexure 4, forming part of
this Report. In terms of the provisions of Section 136(1) of the Companies Act, 2013, read
with the said rules, the Board's Report is being sent to all the shareholders of the
Company excluding the annexure on the names and other particulars of employees, required
in accordance with Rule 5(2) of said rules, which is available for inspection by the
members, subject to their specific written request, in advance, to the Company Secretary.
The inspection is to be carried out at the Company's Registered Office during business
hours on working days of the Company up to date of ensuing Annual General Meeting.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
Independent Directors are familiarized with their roles, rights and
responsibilities in the Company as well as with the nature of industry and business model
of the Company through presentations about the Company's strategy, business model, product
and service offerings, customers' & shareholders' profile, financial details, human
resources, technology, facilities, internal controls and risk management, their roles,
rights and responsibilities in the Company. The Board is also periodically briefed on the
various changes, if any, in the regulations governing the conduct of Independent
Directors. The details of the familiarization programs have been hosted on the website of
the Company, at web-link
https://www.yaari.com/api/static/Investors/1676891934651Familiarizationprogrammes_IndependentDirecrtors.pdf
SUBSIDIARY COMPANIES
Pursuant to Section 129 of the Companies Act, 2013, the Company has
prepared its Consolidated Financial Statements along with all its subsidiaries, in the
same form and manner, as that of the Company, which shall be laid before its ensuing
sixteenth Annual General Meeting along with its Standalone Financial Statements. The
Consolidated Financial Statements of the Company along with its subsidiaries, for the year
ended March 31, 2023, form part of this Annual Report.
For the performance and financial position of each of the subsidiaries
of the Company, along with other related information required pursuant to Rule 8(5)(iv) of
the Companies (Accounts) Rules, 2014, the Members are requested to refer to the Financial
Statements and form AOC-1 of the Company. Further pursuant to the provisions of Section
136 of the Act, the financial statements of the Company, consolidated financial statements
along with relevant documents and separate audited accounts in respect of subsidiaries,
are also available on the website of the Company. Shareholders may write to the Company
for the annual financial statements and detailed information on subsidiary companies.
Further, the documents shall also be available for inspection by the shareholders at the
registered office of the Company.
The Company is in compliance with Regulation 24A of the SEBI LODR
Regulations. The Company's unlisted material subsidiaries undergo Secretarial Audit and
copies of Secretarial Audit Reports of these subsidiaries are given in Annexure 2(i), and
2(ii) which are self-explanatory.
NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES
OR ASSOCIATE COMPANIES
During the year under review, two wholly owned subsidiary of the
Company namely, YDI Marketplace Limited and YDI Logistics Limited have applied for
Striking off their names, from the register of companies maintained by Registrar of
Companies, under section 248 of the Companies Act, 2013.
The registered offices of two wholly owned subsidiary of the Company
namely, Indiabulls Life Insurance Company Limited and Indiabulls General Insurance Limited
is being shifted from NCT of Delhi to Haryana.
COMMITTEES OF THE BOARD
The Company has following Board constituted committees which have been
established as a part of the best corporate governance practices and is in compliance with
the requirements of the relevant provisions of applicable laws and statutes:
(a) Audit Committee
(b) Nomination and Remuneration Committee
(c) Stakeholders Relationship Committee
(d) Corporate Social Responsibility Committee
(e) Risk Management Committee
(f) Management Committee
(g) Compensation Committee
(h) Issuance Committee
(i) Reorganization Committee
The details with respect to composition, power, role, terms of
reference, etc. of each of these committees are given in the Corporate Governance Report
forming part of this Annual Report.
Apart from the above, the Board has also constituted Compensation
Committee for administration of stock option scheme(s), Management Committee for
operational matters, Issuance Committee for considering issuance of securities and
Reorganization Committee for on-going Scheme and reorganization plans.
SECRETARIAL STANDARDS
The Board of Directors state that the Company has complied with the
applicable Secretarial Standards (SS-1 and SS-2) respectively relating to Meetings of the
Board, its Committees and the General Meetings as issued by the Institute of Company
Secretaries of India.
NUMBER OF CASES FILED, IF ANY, AND THEIR DISPOSAL UNDER SECTION 22 OF
THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013
The Company has zero tolerance towards harassment at the workplace and
has complied with the provisions and constituted an Internal Complaints Committee and also
adopted a policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the
financial year 2022-23, no case of sexual harassment was reported.
APPLICABILITY OF MAINTENANCE OF COST RECORDS
The Company is not required to maintain cost records as specified by
the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.
DETAILS OF PROCEEDINGS UNDER INSOLVENCY AND BANKRUPCY CODE, 2016
During the year under review, no applications were made or case was
pending under the Insolvency and Bankruptcy Code, 2016.
DETAILS OF VALUATION DONE WITH RESPECT TO LOANS TAKEN FROM BANKS OR
FINANCIAL INSTITUTION
During the year under review, there was no such valuation done with
respect to loans taken from Banks or Financial Institution, if any.
VIGIL MECHANISM
The Company is committed to adhere to the highest standards of ethical,
moral and legal conduct of its business operations. To maintain these standards, the
Company has implemented the Whistle Blower Policy (''the Policy''), to provide an avenue
for employees to report matters without the risk of subsequent victimization,
discrimination or disadvantage. The Policy applies to all employees working for the
Company and its subsidiaries. Pursuant to the Policy, the whistle blowers can raise
concerns relating to matters such as breach of Company's Code of Conduct, fraud, bribery,
corruption, employee misconduct, illegality, misappropriation of Company's funds/assets
etc. A whistle blowing or reporting mechanism, asset out in the Policy, invites all
employees to act responsibly to up hold the reputation of the Company and its
subsidiaries. The Policy aims to ensure that serious concerns are properly raised and
addressed and are recognized as an enabling factor in administering good governance
practices. The details of the Whistle Blower Policy are available on the website of the
Company: www.yaari.com. The Audit committee set by the Board, constitutes a vital
component of the whistle blower mechanism and instances of financial misconduct, if any,
are reported to the Audit committee. No employee is denied access to the Audit Committee.
GREEN INITIATIVES
Pursuant to the guidelines and notification issued by the Ministry of
Home Affairs, Government of India and pursuant to applicable provisions of the Companies
Act and rules made thereunder and SEBI LODR and the MCA/ SEBI Circulars, the AGM of the
Company is being held through Video Conferencing ("VC") / Other
Audio Visual Means ("OAVM"), without the physical presence of the Members at a
common venue. The proceedings of the AGM shall be deemed to be conducted at the Registered
Office of the Company which shall be the deemed venue of the AGM. Electronic copies of the
Annual Report for Financial year 2022-23 and Notice of the Fifteenth AGM are sent to all
the members whose email addresses are registered with the Company / Depository
Participant(s). The Members who have not received the said Annual Report and Notice may
download the same from the Company's website at www.yaari.com and on the websites of the
Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at
www.bseindia.com and www.nseindia.com respectively.
The Company is providing e-voting facility to all members to enable
them to cast their votes electronically on all resolutions set forth in the Notice of the
sixteenth AGM. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of
the Companies (Management and Administration) Rules, 2014 as substituted by Companies
(Management and Administration) Amendment Rules, 2015 and Regulation 44 of the SEBI LODR.
The instructions for remote e-voting are provided in the Notice of sixteenth AGM. The
members may also cast their votes during the AGM.
ACKNOWLEDGEMENT
Your Company has been able to operate efficiently because of the
culture of professionalism, creativity, integrity and continuous improvement in all
functional areas and the efficient utilization of all its resources for sustainable and
profitable growth. Your Directors wish to place on record their appreciation of the
contributions made and committed services rendered by the employees of the Company at
various levels. Your Directors also wish to express their gratitude for the continuous
assistance and support received from the investors, clients, bankers, regulatory and
government authorities, during the year.
For and on behalf of the Board of Directors
Date: August 11, 2023 Place: Gurugram
Kubeir Khera
Executive Director & CEO DIN:03498226
Prem Prakash Mirdha
Non-executive Director Din: 01352748
FORM NO. MR-3 SECRETARIAL AUDIT REPORT
For the Financial Year ended March 31, 2023
[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]
To,
The Members
Yaari Digital Integrated Services Limited (Formerly Yaarii Digital
Integrated Services Limited)
CIN: L51101HR2007PLC077999 5th Floor, Plot No. 108, IT Park,
Udyog Vihar Phase 1,
Gurugram, Haryana-122016
We have conducted, the Secretarial Audit of compliance of applicable
statutory provisions and adherence to good corporate practices, by Yaari Digital
Integrated Services Limited (hereinafter referred as 'the Company'). Secretarial
Audit was conducted in a manner that provided us a reasonable basis for evaluating the
corporate conducts / statutory compliances and accordingly expressing our opinion
thereupon.
Based on our verification of books, papers, minutes books, forms and
returns filed and other records maintained by the Company and also the information
provided by the Company, its officers, agents and authorized representatives during the
conduct of secretarial audit, We hereby report that in our opinion, the Company, has
during the audit period covering the financial year ended March 31, 2023 ("Audit
Period") complied with various statutory provisions listed hereunder and also that
the Company has proper Board processes and compliance mechanism in place to the extent, in
the manner and subject to the reporting made hereinafter.
We have examined the books, papers, minutes books, forms and returns
filed and other records maintained by the Company for the Audit Period according to the
provisions of the following, as amended from time to time, and to the extent applicable :-
i. The Companies Act, 2013 (the Act) and Rules made there under;
ii. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the
rules made thereunder;
iii. The Depositories Act, 1996 and the Regulations and Bye - Laws
framed thereunder;
iv. The provisions of Foreign Exchange Management Act, 1999 and the
rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas
Direct Investment and External Commercial Borrowings;
v. The Securities Contracts (Regulation) (Stock Exchanges and Clearing
Corporations) Regulations, 2018;
vi. The Securities and Exchange Board of India Act, 1992;
vii. The following Regulations prescribed under the Securities and
Exchange Board of India Act, 1992 ('SEBI Act') :-
(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements), Regulations, 2018;
(d) The Securities and Exchange Board of India (Share Based Employee
Benefits) Regulations, 2014 and Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021;
(e) The Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulations 2008; and Securities and Exchange Board of India (Issue and
Listing of Non-Convertible Securities) Regulations, 2021;
(f) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018;;
(g) The Securities and Exchange Board of India (Depositories and
Participants) Regulations, 2018;
(h) The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015;
(i) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the
Companies Act and dealing with client;
(j) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021;
(k) The Securities and Exchange Board of India (Stock Brokers and
Sub-Brokers) Regulations, 1992;
(l) The Security and Exchange Board of India (Investor Protection and
Education Fund) Regulation, 2009.
viii. Other Laws Applicable to the Company as a Business Unit and Other
Offices:
a) Taxation Laws
b) Labour and Social Security Laws - Such as employees State
Insurance Act, 1948; Payment of Bonus Act, 1965; Payment of Gratuity Act, 1972; Contract
Labour (Regulation and Abolition) Act, 1970; Maternity Benefit Act, 1961; The Equal
Remuneration Act 1976; Employees Provident Funds And Miscellaneous Act, 1952, as amended.
c) IT Related Laws - Information Technology Act, 2000.
d) Miscellaneous Laws - Electricity Act, 2003; Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Regulation) Act, 2013.
e) The Bye laws and Business Rules of NSDL/CDSL;
f) Directives/ Circular/ Clarifications/ Guidelines issued by SEBI,
the Government of India, Regulatory Bodies and NSDL/ CDSL, from time to time;
g) Prevention of Money Laundering Act, 2002 and the Rules and
Guidelines notified there under by SEBI / Regulatory Authorities
We have also examined compliance with the applicable clauses of the
Secretarial Standards issued by the Institute of Company Secretaries of India.
During the period under review the Company has been regular in
complying with various applicable provisions of the Act, rules, regulations, Guidelines
and Standards etc. which are subject matter of present Audit Report, stated hereinabove.
It is further reported that:
The Board of Directors of the Company is duly constituted with proper
balance of Executive Director(s), Non - Executive Director(s), Women Director(s) and
Independent Director(s). The changes in the composition of the Board of Directors that
took place during the period under review were carried out in compliance with the
provisions of the Act.
In compliance with applicable provisions of the Companies Act, 2013 and
rules made thereunder and Secretarial Standards issued by the Institute of Company
Secretaries of India, adequate notices were given to all directors to schedule the Board
Meetings and a system exists for seeking and obtaining further information and
clarifications on the agenda items before the meeting and for meaningful participation at
the meeting.
Decisions are carried through unanimously and therefore dissenting
members' views are not required to be captured and recorded as part of the minutes.
We further report that there are adequate systems and processes in
the Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
We further report that:
> The Hon'ble National Company Law Tribunal, Chandigarh Bench,
Chandigarh ("NCLT"), pronounced the order ("Order") on July 21, 2022
for approving Scheme of Amalgamation and Arrangement amongst the Company, its direct and
indirect subsidiaries (viz. SORIL Infra Resources Limited, Albasta Wholesale Services
Limited, Sentia Properties Limited, Lucina Infrastructure Limited, Ashva Stud and
Agricultural Farms Limited, Mahabala Infracon Private Limited, Store One Infra Resources
Limited, Indiabulls Enterprises Limited and Indiabulls Pharmacare Limited) and Indiabulls
Pharmaceuticals Limited and their respective shareholders and creditors under Sections 230
to 232 of the Companies Act, 2013, and other applicable provisions of the Act, read with
the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016
("Scheme").
> The Scheme has been made effective with effect from the appointed
date of the Scheme i.e. April 1, 2019.
For MARG & Associates
Company Secretaries
CS Riya Luthra
(Partner)
Membership No.: A-53802 CP No. 24472
UDIN: A053802E000765139 PR No.: 2856/2022
Date: August 8, 2023 Place: New Delhi
This report is to be read with our letter of even date which is annexed
as Annexure A and forms an integral part of this report.
'Annexure A'
To,
The Members
Yaari Digital Integrated Services Limited
(Formerly Yaarii Digital Integrated Services Limited)
CIN: L51101HR2007PLC077999
5th Floor, Plot No. 108, IT Park,
Udyog Vihar Phase 1,
Gurugram, Haryana-122016
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial records 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 provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of
financial records and Books 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 test basis.
6. The Secretarial Audit report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
7. The maximum liability of our firm under the secretarial audit in
respect of the aggregate of all claims shall not exceed the fee charged by us.
For MARG & Associates
Company Secretaries
CS Riya Luthra
(Partner)
Membership No.: A-53802 CP No. 24472
UDIN: A053802E000765139 PR No.: 2856/2022
Date: August 8, 2023 Place: New Delhi
Secretarial Compliance Report of Yaari Digital Integrated Services
Limited for the financial year ended March 31, 2023
To
The Members,
Yaari Digital Integrated Services Limited (Formerly Yaarii Digital
Integrated Services Limited)
(CIN: L51101HR2007PLC077999)
5th Floor, Plot No. 108, IT Park,
Udyog Vihar Phase 1, Gurgaon-122016
I, CS Riya Luthra, Partner of M/s MARG & Associates, Company
Secretaries, have conducted the review of the compliance of the applicable statutory
provisions and the adherence to good corporate practices by Yaari Digital Integrated
Services Limited having CIN: L51101HR2007PLC077999 (hereinafter referred as 'the
Company" or "the listed entity'), having its Registered Office at 5th
Floor, Plot No. 108, IT Park, Udyog Vihar Phase 1, Gurgaon-122016. Secretarial Review was
conducted in a manner that provided us a reasonable basis for evaluating the corporate
conducts/statutory compliances and to provide our observations thereon.
Based on our verification of the listed entity's books, papers, minutes
books, forms and returns filed and other records maintained by the listed entity and also
the information provided by the listed entity, its officers, agents and authorized
representatives during the conduct of Secretarial Review, we hereby report that the listed
entity has, during the review period covering the financial year ended on March 31,
2023 complied with the statutory provisions listed hereunder in the manner and subject
to the reporting made hereinafter :
I CS Riya Luthra, Partner of M/s MARG & Associates, Company
Secretaries, have examined:
(a) all the documents and records made available to us and explanation
provided by the listed entity;
(b) the filings/ submissions made by the listed entity to the stock
exchange;
(c) website of the listed entity;
(d) any other document/ filing, as may be relevant, which has been
relied upon to make this certification, for the financial year ended March 31, 2023
("Review Period") in respect of compliance with the provisions of:
a) the Securities and Exchange Board of India Act, 1992 ("SEBI
Act") and the Regulations, circulars, guidelines issued thereunder;
b) the Securities Contracts (Regulation) Act, 1956 ("SCRA"),
rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the
Securities and Exchange Board of India ("SEBI");
The specific Regulations, whose provisions and the circulars/
guidelines issued thereunder, have been examined, include: -
(a) Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015;
(b) Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018;
(c) Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011;
(d) Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018 [Not Applicable as the Listed Entity has not bought back/
propose to buy-back any of its securities during the review period];
(e) Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 [Not Applicable as the Listed Entity
has not offered any shares or granted any options pursuant to any employee benefit scheme
during the review period];
(f) Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations, 2021;
(g) Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
(h) Securities and Exchange Board of India (Registrar to an Issue and
Share Transfer Agents) Regulations, 1993;
(i) Securities Contracts (Regulation) (Stock Exchange and Clearing
Corporations) Regulations, 2018;
(j) Security and Exchange Board of India (Investor Protection and
Education Fund) Regulations, 2009;
(k) Security and Exchange Board of India (Stock Brokers and
Sub-Brokers) Regulations, 1992;
(l) Security and Exchange Board of India (Delisting of Equity Shares)
Regulations, 2021 [Not Applicable as the Listed Entity has not deist any
Securities during the review period];
(m) Regulations and Bye-laws framed under the Depositories Act, 1996 to
the extent of Regulation 76 of Securities and Exchange Board of India (Depositories and
Participants) Regulations, 2018;
and circulars/ guidelines issued thereunder;
and based on the above examination, We hereby report that, during the
Review Period the compliance status of the listed entity is appended as below:
I. a) The listed entity has complied with the provisions of the above
Regulations and circulars/ guidelines issued thereunder, except in respect of matters
specified below:
S. Compliance N.
Requirement (Regulations/ circulars/ guidelines including
specific clause) |
Regulation/ Deviations
Circular No. |
Action Taken by |
Type of Details of Fine
Action Violation Amount |
Observations/ Remarks
of the Practicing Company Secretary |
Management Remarks Response |
NIL |
b) The listed entity has taken the following actions to comply with the
observations made in previous reports:
S. Compliance N.
Requirement (Regulations/ circulars/ guidelines including
specific clause) |
Regulation/ Deviations
Circular No. |
Action Taken by |
Type of Details of Fine
Action Violation Amount |
Observations/ Remarks
of the Practicing Company Secretary |
Management Remarks Response |
NIL |
II. Compliances related to resignation of statutory auditors from
listed entities and their material subsidiaries as per SEBI Circular CIR/
CFD/CMD1/114/2019 dated 18th October, 2019:
Sr. No. Particulars |
Compliance Status (Yes/No
/ NA) |
Observations/Remarks by
PCS* |
1. Compliances
with the following conditions while appointing/re-appointing an auditor |
|
i. If the auditor has resigned
within 45 days from the end of a quarter of a financial year, the auditor before such
resignation, has issued the limited review/ audit report for such quarter; or |
NA |
No such event occurred during
the review period |
ii. If the auditor has resigned
after 45 days from the end of a quarter of a financial year, the auditor before such
resignation, has issued the limited review/ audit report for such quarter as well as the
next quarter; or |
NA |
|
iii. If the auditor has signed
the limited review/ audit report for the first three quarters of a financial year, the
auditor before such resignation, has issued the limited review/ audit report for the last
quarter of such financial year as well as the audit report for such financial year. |
NA |
|
2. Other conditions
relating to resignation of statutory auditor i. Reporting of concerns by Auditor with
respect to the listed entity/its material subsidiary to the Audit Committee: |
NA |
No such event occurred during
the review period |
a. In case of any concern with
the management of the listed entity/ material subsidiary such as non-availability of
information / non- cooperation by the management which has hampered the audit process, the
auditor has approached the Chairman of the Audit Committee of the listed entity and the
Audit Committee shall receive such concern directly and immediately without specifically
waiting for the quarterly Audit Committee meetings. |
NA |
|
b. In case the auditor proposes
to resign all concerns with respect to the proposed resignation, along with relevant
documents has been brought to the notice of the Audit Committee. In cases where the
proposed resignation is due to non-receipt of information / explanation from the company,
the auditor has informed the Audit Committee the details of information/ explanation
sought and not provided by the management, as applicable. |
NA |
|
c. The Audit Committee / Board of
Directors, as the case may be, deliberated on the matter on receipt of such information
from the auditor relating to the proposal to resign as mentioned above and communicate its
views to the management and the auditor. |
NA |
|
ii. Disclaimer in case of
non-receipt of information: The auditor has provided an appropriate disclaimer in its
audit report, which is in accordance with the Standards of Auditing as specified by ICAI /
NFRA, in case where the listed entity/ its material subsidiary has not provided
information as required by the auditor. |
NA |
No Such event occurred during
the review period. |
3. The listed entity / its
material subsidiary has obtained information from the Auditor upon resignation, in the
format as specified in Annexure-A in SEBI Circular CIR/ CFD/CMD1/114/2019 dated 18th
October, 2019. |
NA |
No Such event occurred during
the review period. |
III. We hereby report that, during the review period the compliance
status of the listed entity is appended as below:
Sr. No. Particulars |
Compliance Status (Yes/No/
NA) |
Observations/
Remarks by PCS* |
1. Secretarial
Standards: |
Yes |
- |
The compliances of the listed
entity are in accordance with the applicable Secretarial Standards (SS) issued by the
Institute of Company Secretaries of India (ICSI) as notified by the Central Government
under Section 118(10) of the Companies Act, 2013 and mandatory applicable. |
|
|
2. Adoption and
timely up-dation of the Policies: |
|
|
All applicable policies
under SEBI Regulations are adopted with the approval of board of directors of the listed
entities; |
Yes |
- |
All the policies are in
conformity with SEBI Regulations and have been reviewed & updated on time, as per the
regulations/circulars/ guidelines issued by SEBI |
Yes |
|
3. Maintenance and
disclosures on Website: |
|
|
The Listed entity is
maintaining a functional website; |
Yes |
- |
Timely dissemination of
the documents/ information under a separate section on the website; |
Yes |
- |
Web-links provided in
annual corporate governance reports under Regulation 27(2) are accurate and specific which
re- directs to the relevant document(s)/section of the website; |
Yes |
|
4. Disqualification of
Director: |
|
|
None of the Director(s) of the
Company is/ are disqualified under Section 164 of Companies Act, 2013as confirmed by the
listed entity. |
Yes |
- |
5. Details related to
Subsidiaries of listed entities have been examined w.r.t.: |
|
|
a) Identification of material
subsidiary companies; |
Yes |
The
Company have two material subsidiaries i.e. "Indiabulls Life Insurance Company
Limited" and "Indiabulls General Insurance Limited". |
b) Disclosure requirement of
material as well as other subsidiaries |
Yes |
6. Preservation of
Documents: |
|
|
The listed entity is preserving
and maintaining records as prescribed under SEBI Regulations and disposal of records as
per Policy of Preservation of Documents and Archival policy prescribed under SEBI LODR
Regulations, 2015. |
Yes |
- |
7. Performance
Evaluation: |
|
|
The listed entity has conducted
performance evaluation of the Board, Independent Directors and the Committees at the start
of every financial year/during the financial year as prescribed in SEBI Regulations. |
Yes |
- |
8. Related Party
Transactions: |
|
|
(a) The listed entity has
obtained prior approval of Audit Committee for all related party transactions; or |
Yes |
- Please refer point No. |
(b) The listed entity has
provided detailed reasons along with confirmation whether the transactions were
subsequently approved/ ratified/ rejected by the Audit Committee, in case no prior
approval has been obtained. |
NA |
8(a) |
9. Disclosure of events
or information: |
|
|
The listed entity has provided
all the required disclosure(s) under Regulation 30 along with Schedule III of SEBI (LODR)
Regulations, 2015 within the time limits prescribed thereunder. |
Yes |
- |
10. Prohibition of
Insider Trading: |
|
|
The listed entity is in
compliance with Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading)
Regulations, 2015. |
Yes |
- |
11. Actions taken by
SEBI or Stock Exchange(s), if any: |
|
|
No action(s) has been taken
against the listed entity/ its promoters/ directors/ subsidiaries either by SEBI or by
Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through
various circulars) under SEBI Regulations and circulars/ guidelines issued thereunder. |
Yes |
|
12 Additional
Non-compliances, if any: |
|
|
No additional non-compliance
observed for any SEBI regulation/circular/ guidance note etc. |
Yes |
- |
Assumptions & Limitation of scope and Review:
1. Compliance of the applicable laws and ensuring the authenticity of
documents and information furnished, are the responsibilities of the management of the
listed entity.
2. Our responsibility is to report based upon our examination of
relevant documents and information. This is neither an audit nor an expression of opinion.
3. We have not verified the correctness and appropriateness of
financial Records and Books of Accounts of the listed entity.
4. This Report is solely for the intended purpose of compliance in
terms of Regulation 24A (2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and is neither an assurance as to the future viability of the listed
entity nor of the efficacy or effectiveness with which the management has conducted the
affairs of the listed entity.
For MARG & Associates
Company Secretaries
CS Riya Luthra
(Partner)
Membership No.: A-53802 CP No. 24472
UDIN: A053802E000428286 PR No.: 2856/2022
Date: May 30, 2023 Place: New Delhi
FORM-MR-3
SECRETARIAL AUDIT REPORT
For the Financial Year ended on March 31, 2023
[Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members
Indiabulls Life Insurance Company Limited CIN: U66000DL2007PLC171001
1/1E, First Floor, East Patel Nagar,
New Delhi, Central Delhi-110008
We have conducted, the Secretarial Audit of the compliance of
applicable statutory provisions and the adherence to good corporate practices by the
Indiabulls General Insurance Limited (hereinafter called "the Company").
Secretarial Audit was conducted in a manner that provided us a reasonable basis for
evaluating the corporate conducts / statutory compliances and expressing our opinion
thereupon.
Based on our verification of the Company's books, papers, minute books,
forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit, we hereby report that in our opinion, the
Company, has during the audit period covering the financial year ended on March 31, 2023
complied with various statutory provisions listed hereunder and also that the Company has
proper Board processes and compliance mechanism in place to the extent, in the manner and
subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial year ended on 31st
March, 2023 according to the provisions (including amendments) of the following:
i. The Companies Act, 2013(the Act) and the rules made thereunder.
ii. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the
rules made thereunder; Not Applicable
iii. The Depositories Act, 1996 and the Regulations and Byelaws framed
thereunder; Not Applicable
iv. Foreign Exchange Management Act, 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowings; Not Applicable
v. The Regulations prescribed under the Securities and Exchange Board
of India Act,1992 ('SEBI Act') viz.:- Not Applicable
a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018;
d) Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021
e) Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations, 2021;
f) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018;
g) The Securities and Exchange Board of India (Issue and Listing of
Non-Convertible and Redeemable Preference Shares) Regulations, 2013;
h) The Securities and Exchange Board of India (Depositories and
Participants) Regulations, 2018;
i) The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015;
j) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client;
k) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021. vi Other Laws Applicable to the Company as a Business Unit and
Other Offices:
a) Taxation Laws
b) Labour and Social Security Laws - Such as employees State
Insurance Act, 1948; Payment of Bonus Act, 1965; Payment of Gratuity Act, 1972; Contract
Labor (Regulation and Abolition) Act, 1970; Maternity Benefit Act, 1961; The Equal
Remuneration Act 1976; Employees Provident Funds And Miscellaneous Act, 1952, as amended.
c) IT Related Laws - Information Technology Act, 2000.
d) Miscellaneous Laws-Electricity Act, 2003; Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Regulation) Act, 2013.
We have also examined compliance with the applicable clauses of
Secretarial Standards with regard to Meeting of Board of Directors (SS-1) and General
Meetings (SS-2) issued by The Institute of Company Secretaries of India.
During the period under review the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
We further report that the Board of Directors of the Company is
duly constituted with proper balance of Executive Director and Non Executive Directors.
The changes in the composition of the Board of Directors that took place during the period
under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent well in advance and a system
exists for seeking and obtaining further information and clarifications on the agenda
items before the meeting and for meaningful participation at the meeting.
All decisions of the Board and Committees were carried with requisite
majority.
We further report that there are adequate systems and processes in
the Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
We further report that the Company has not yet received the
insurance license and has subsequently decided not to pursue the life insurance business.
For L R & Associates
Company Secretaries
CS Riya Luthra
(Proprietor)
Membership No.: A-53802 CP No. 24472 PR No.: 2856/2022
Date: 11/08/2023
Place: New Delhi
UDIN: A053802E000790868
This report is to be read with our letter of even date which is annexed
as Annexure A and forms an integral part of this report.
Annexure A'
To,
The Members
Indiabulls Life Insurance Company Limited
CIN: U66000DL2007PLC171001
1/1E, First Floor, East Patel Nagar,
New Delhi, Central Delhi-110008
Our report of even date is to be 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 provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of
financial records and Books of Accounts of the Company.
4. Where ever 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 test basis.
6. The Secretarial Audit report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
7. The maximum liability of our firm under the secretarial audit in
respect of the aggregate of all claims shall not exceed the fee charged by us.
For L R & Associates
Company Secretaries
CS Riya Luthra
(Proprietor)
Membership No.: A-53802 CP No. 24472 PR No.: 2856/2022
Date: 11/08/2023
Place: New Delhi
UDIN: A053802E000790868
FORM-MR-3
SECRETARIAL AUDIT REPORT
For the Financial Year ended on March 31, 2023
[Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members
Indiabulls General Insurance Limited CIN: U66000DL2018PLC328939 1/1E,
First Floor, East Patel Nagar,
New Delhi, Central Delhi-110008
We have conducted, the Secretarial Audit of the compliance of
applicable statutory provisions and the adherence to good corporate practices by the
Indiabulls General Insurance Limited (hereinafter called "the Company").
Secretarial Audit was conducted in a manner that provided us a reasonable basis for
evaluating the corporate conducts / statutory compliances and expressing our opinion
thereupon.
Based on our verification of the Company's books, papers, minute books,
forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit, we hereby report that in our opinion, the
Company, has during the audit period covering the financial year ended on March 31, 2023
complied with various statutory provisions listed hereunder and also that the Company has
proper Board processes and compliance mechanism in place to the extent, in the manner and
subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial year ended on 31st
March, 2023 according to the provisions (including amendments) of the following:
i. The Companies Act, 2013(the Act) and the rules made thereunder.
ii. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the
rules made thereunder; Not Applicable
iii. The Depositories Act, 1996 and the Regulations and Byelaws framed
thereunder; Not Applicable
iv. Foreign Exchange Management Act, 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowings; Not Applicable
v. The Regulations prescribed under the Securities and Exchange Board
of India Act,1992 ('SEBI Act') viz.:- Not Applicable
a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018;
d) Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021
e) Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations, 2021;
f) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018;
g) The Securities and Exchange Board of India (Issue and Listing of
Non-Convertible and Redeemable Preference Shares) Regulations, 2013;
h) The Securities and Exchange Board of India (Depositories and
Participants) Regulations, 2018;
i) The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015;
j) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client;
k) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021. vi. Other Laws Applicable to the Company as a Business Unit and
Other Offices:
a) Taxation Laws
b) Labour and Social Security Laws - Such as employees State
Insurance Act, 1948; Payment of Bonus Act, 1965; Payment of Gratuity Act, 1972; Contract
Labor (Regulation and Abolition) Act, 1970; Maternity Benefit Act, 1961; The Equal
Remuneration Act 1976; Employees Provident Funds And Miscellaneous Act, 1952, as amended.
c) IT Related Laws - Information Technology Act, 2000.
d) Miscellaneous Laws-Electricity Act, 2003; Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Regulation) Act, 2013.
We have also examined compliance with the applicable clauses of
Secretarial Standards with regard to Meeting of Board of Directors (SS-1) and General
Meetings (SS-2) issued by The Institute of Company Secretaries of India.
During the period under review the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
We further report that the Board of Directors of the Company is
duly constituted with proper balance of Executive Director and NonExecutive Directors. The
changes in the composition of the Board of Directors that took place during the period
under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent well in advance and a system
exists for seeking and obtaining further information and clarifications on the agenda
items before the meeting and for meaningful participation at the meeting.
All decisions of the Board and Committees were carried with requisite
majority.
We further report that there are adequate systems and processes in
the Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
We further report that the Company has not yet received the
insurance license and has subsequently decided not to pursue the general insurance
business.
For L R & Associates
Company Secretaries
CS Riya Luthra
(Proprietor)
Membership No.: A-53802 CP No. 24472 PR No.: 2856/2022
Date: 11/08/2023
Place: New Delhi
UDIN: A053802E000790813
This report is to be read with our letter of even date which is annexed
as Annexure A and forms an integral part of this report.
Annexure A'
To,
The Members
Indiabulls General Insurance Limited
CIN: U66000DL2018PLC328939
1/1E, First Floor, East Patel Nagar,
New Delhi, Central Delhi-110008
Our report of even date is to be 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 provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of
financial records and Books of Accounts of the Company.
4. Where ever 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 test basis.
6. The Secretarial Audit report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
7. The maximum liability of our firm under the secretarial audit in
respect of the aggregate of all claims shall not exceed the fee charged by us.
For L R & Associates
Company Secretaries
CS Riya Luthra
(Proprietor)
Membership No.: A-53802
CP No. 24472
PR No.: 2856/2022
Date: 11/08/2023
Place: New Delhi
UDIN: A053802E000790813
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILTY (CSR) ACTIVITIES
1. Brief outline on CSR Policy of the Company
The Company focuses its CSR efforts on such areas, where it could
provide maximum benefits to the society at large. The Company will continue to engage with
stakeholders including experts, NGOs, professional bodies/ forums and the government and
would take up such CSR activities in line with the government's intent, which are
important for the society at large. The Company may also undertake such other CSR
projects, where societal needs are high or in special situations.
2. Composition of the CSR Committee as on March 31, 2023
S. No. Name of
Director |
Designation / Nature of
Directorship |
Number of meetings of CSR
Committee held during the Tenure |
Number of meetings of CSR
Committee attended |
1. Ms. Supriya Bhatnagar |
Chairman of Committee,
Non-executive Independent Director |
1 |
1 |
2. Mr. Kubeir Khera |
Member of Committee,
Executive Director |
1 |
1 |
3. Mr. Prem Prakash Mirdha |
Member of Committee,
Non-Executive Independent Director |
1 |
1 |
The Corporate Social Responsibility Committee of the Board currently
comprises of three members namely Ms. Supriya Bhatnagar, Non-Executive Independent
Director, as the Chairman, and Mr. Kubeir Khera and Mr. Prem Prakash Mirdha, as other two
members.
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
Composition of the CSR committee shared above and Policy of the Company
is available at https://www.yaari.com/api/static/ InvestorsA671624394368CSR_Policy.pdf
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)
Not applicable
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
S.
No. |
Financial Year |
Amount available for
set-off from preceding financial years (in Rs) |
Amount required to be
set-off for the financial year, if any (in Rs) |
1. |
2019-20 |
NIL |
NIL |
2. |
2020-21 |
NIL |
NIL |
3. |
2021-22 |
NIL |
NIL |
|
Total |
Nil |
Nil |
6. Average net profit of the company as per section 135(5): Rs.
(95,23,91,237)
7. (a) Two percent of average net profit of the company as per section
135(5): N.A. (as the Company had average net loss)
(b) Surplus arising out of the CSR projects or programmes or activities
of the previous financial years: NIL
(c) Amount required to be set off for the financial year, if any: NIL
(d) Total CSR obligation for the financial year (7a+7b-7c): NIL
8. (a) CSR amount spent or unspent for the financial year:
- |
Amount Unspent (in Rs.) |
Amount Unspent (in Rs.) |
Amount Unspent (in Rs.) |
Amount Unspent (in Rs.) |
Amount Unspent (in Rs.) |
Total Amount |
Total Amount |
Total Amount |
Amount transferred |
Amount transferred |
Amount transferred |
Spent for the |
transferred to |
transferred to |
to any fund specified |
to any fund specified |
to any fund |
Financial Year |
Unspent CSR |
Unspent CSR |
under Schedule |
under Schedule VII as |
specified under |
(in Rs.) |
Account as per |
Account as per |
VII as per second |
per second proviso to |
Schedule VII as per |
|
section 135(6) |
section 135(6) |
proviso to section 135(5) |
section 135(5) |
second proviso to section
135(5) |
|
Amount |
Date of transfer |
Name of the Fund |
Amount |
Date of transfer |
NIL |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
(b) Details of CSR amount spent against ongoing projects for the
financial year:
(1) (2) |
(3) |
(4) |
(5) |
(5) |
(6) |
(7) |
(8) |
(9) |
(10) |
(11) |
(11) |
Sl. No. Name of
the Project |
Item from the list of
activities
in
Schedule VII to the Act |
Local
area
(Yes/
No) |
Location of the project |
Location of the project |
Project
duration |
Amount
allocated
for the
project (in Rs.) |
Amount spent in the current
financial Year (in Rs.) |
Amount transferred to
Unspent CSR Account for the project as per Section 135(6)
(in Rs.) |
Mode of Implementation -
Direct (Yes/No) |
Mode of Implementation -
Through Implementing Agency |
Mode of Implementation -
Through Implementing Agency |
|
|
|
State |
District |
|
|
|
|
|
Name |
CSR Registration number |
Not applicable |
(c) Details of CSR amount spent against other than ongoing projects for
the financial year:
(1) (2) |
(3) |
(4) |
(5) |
(5) |
(6) |
(7) |
(8) |
(8) |
Sl. No. Name of
the Project |
Item from the list of
activities in schedule VII to the Ac |
Local
area
(Yes/
No) |
Location of the project |
Location of the project |
Amount spent for the
project (in Rs.) |
Mode of implementation -
Direct (Yes/No) |
Mode of implementation -
Through implementing agency |
Mode of implementation -
Through implementing agency |
|
|
|
State |
District |
|
|
Name |
CSR registration number |
Not applicable |
(d) Amount spent in Administrative Overheads: Nil
(e) Amount spent on Impact Assessment, if applicable: Nil
(f) Total amount spent for the Financial Year (8b+8c+8d+8e): Nil
(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) |
N.A. |
(ii) Total amount spent for
the Financial Year |
N.A. |
(iii) Excess amount spent for
the financial year [(ii)-(i)] |
0 |
(iv) Surplus arising out of the
CSR projects or programmes or activities of the previous financial years, if any |
0 |
(v) Amount available for set
off in succeeding financial years [(iii)-(iv)] |
0 |
9. (a) Details of Unspent CSR amount for the preceding three financial
years:
Sl. Preceding No. Financial
Year |
Amount transferred to
Unspent CSR Account under section 135 (6) (in Rs.) |
Amount spent in the reporting
Financial Year (in Rs.) |
Amount
transferred to any fund specified under Schedule VII as per section 135(6), if any
Name of the Amount Date of Fund (in Rs.) transfer |
Amount remaining to be
spent in succeeding financial years (in Rs.) |
1. 2019-20 |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
2. 2020-21 |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
3. 2021-22 |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
Total |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
(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.
No. |
Name of the Project |
Financial Year in
which the project was commenced |
Project duration |
Total amount allocated
for the project (in Rs. |
Amount spent on
the project in the reporting Financial Year (in Rs.) |
Cumulative amount
spent at the end of reporting Financial Year (in Rs.) |
Status of the
project - Completed / Ongoing |
N.A. |
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):
(a) Date of creation or acquisition of the capital asset(s): N.A.
(b) Amount of CSR spent for creation or acquisition of capital asset:
N.A.
(c) Details of the entity or public authority or beneficiary under
whose name such capital asset is registered, their address etc : N.A.
(d) Provide details of the capital asset(s) created or acquired
(including complete address and location of the capital asset): N.A.
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).
|
for Yaari Digital Integrated
Services Limited |
|
|
Mr. Kubeir Khera |
Ms. Supriya Bhatnagar |
|
Executive Director & CEO |
Non-executive Director |
Date: August 11, 2023 |
Member - CSR Committee |
Chairman- CSR Committee |
Place: Gurugram |
DIN:03498226 |
DIN: 08731453 |
DISCLOSURES ON MANAGERIAL REMUNERATION
Details of remuneration as required under Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, are as under -
Ratio of the remuneration of each director to the median employees'
remuneration for FY 2022-23.
ANNEXURE4
Name & Designation |
Ratio of remuneration to
median employees' remuneration |
Chief Executive Officer &
Executive Director |
136.11:1 |
Percentage increase in remuneration of each director and Key Managerial
Personnel in FY 2022-23.
No remuneration was paid to any of the Directors during the FY 2022-23
except Mr. Kubeir Khera, Chief Executive Officer & Executive Director, who was
appointed on the Board of the Company w.e.f. January 1, 2021 and, since then there was no
increase in his remuneration. Since it has been Company's endeavor to reduce annual
operating costs significantly, to ensure sustainability and therefore in view of the
economic scenario in the wake of COVID, during the year 2020-21, the senior management of
the Company took voluntary salary cuts to lead the efforts on expense control. Therefore,
during FY 2022-23, there was no change in remuneration of Company Secretary and CFO of the
Company, while there was a decrease by 28% in the remuneration of Mr. Kubeir Khera
The percentage increase in the median remuneration of employees in the
FY 2022-23
The percentage decrease in the median remuneration of all the employees
(including KMPs), computed on the basis of median remuneration for FY 2022-23 and FY
2021-22 was 79.45%.
Number of permanent employees on the rolls of Company
The Company had 3 employees on its permanent rolls, as of March 31,
2023.
Average percentile increase already made in the salaries of employees
other than the managerial personnel in the last financial year and its comparison with the
percentile increase in the managerial remuneration and justification thereof and point out
if there are any exceptional circumstances for increase in the managerial remuneration.
The average percentile change made in the salaries of total employees
other than the key managerial personnel, for FY 2022-23 is -79.45% while there was a
decrease in remuneration of key Managerial Personnel in FY 2022-23 by 41.46%, due to
voluntary salary cuts to lead the efforts on expense control, as stated above. The change
in remuneration of Key Managerial Personnel was based on the voluntary measure adopted by
senior management of the Company, focusing conserving capital and consequent
rationalization of the balance sheet, as the COVID-19 pandemic was hitting the overall
economy.
The Company follows prudent remuneration practices under the guidance
of the Board and Nomination & Remuneration Committee. The Company's approach to
remuneration is intended to drive meritocracy and is linked to various parameters
including its performance, growth, individual performance, peer comparison of other
companies, within the framework of prudent Risk Management.
It is hereby affirmed that the aforesaid remuneration paid by the
Company, is as per the Remuneration Policy for Directors, Key Managerial Personnel and
other employees of the Company.
|