Reliance Capital : Money Services Private Limited

Directors' Report

To the Members,

Your Directors are pleased to present the 23rd Directors' Report together with the audited financial statements of the Company for the financial year ended March 31, 2023.

Financial Results:

Financial Performance and State of Company's Affair:

The total income increased from ₹ 3,817 thousands in FY 2021-2022 to ₹ 17,136 thousands in FY 2022-2023. The net profit for the year under review is ₹ 14,098 thousands against net profit of ₹ 65 thousands in previous year.

Transfer to reserves:

Your Directors have decided not to transfer any amount to the reserves for the financial year under review.

Share Capital:

During the financial year under review, the authorized share capital of the Company has remained unchanged i.e. Rs. 60,05,25,000/- and paid-up capital is unchanged at Rs. 60,05,15,000/-

Dividend:

In view to conserve resources, your Directors have not recommended any dividend for the financial year under review.

Changes in the Nature of Business:

There are no changes in the nature of business of the Company during the period under review.

Public Deposits:

The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits), Rules, 2014. Accordingly, the requirement of details of deposits which are not in compliance with the requirements of Chapter V of the Act does not arise.

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Particulars of Loans, Guarantees and Investments:

Particulars of loans given, investments made or guarantees or securities provided pursuant to Section 186 of the Companies Act, 2023 are given under Notes to Accounts annexed to Financial Statements for the year ended March 31, 2023.

Subsidiary companies, joint venture or associate companies:

During the financial year under review, no companies have become/ ceased to become a Subsidiary/ Joint Venture/ Associate Company of the Company.

Directors:

During the financial year under review, the following changes took place in the composition of Directors of the Company -

1. Mr. Sanjay Sharma was appointed as an Additional Director w.e.f. April 15, 2022
2. Mr. Amit Agrawal has resigned as a Director w.e.f. closure of business hours of April 15, 2022
3. Mr. Sanjay Sharma was regularized as a Director w.e.f. July 07, 2022
4. Mr. Arun Shivaraman Kumar was appointed as an Additional Director w.e.f. November 05, 2022
5. Ms. Asha Garg has resigned as Director w.e.f. closure of business hours of November 05, 2022

In terms of the provisions of the Companies Act, 2013, Mr. Sanjay Sharma, Director, retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Key Managerial Personnel:

During the financial year under review, the following changes took place in the constitution of the Key Managerial Personnel of the Company:

1. Mr. Niraj Kumar Anand was appointed as Manager w.e.f. April 15, 2022
2. Mr. Santosh Kumar Bhandari has resigned as Chief Financial Officer w.e.f. closure of business hours of December 31, 2022

Evaluation of Directors, Board and Committees:

The Nomination and Remuneration Committee (Committee) of the Board has carried out an annual evaluation of the performance of directors individually as well as of the Board and of its Committees. The evaluation of the individual directors was carried out based on criteria such as their knowledge of Company's operations, level of preparation and effective participation in Meetings and understanding of their roles as directors. The performance of the Board was evaluated based on inputs received from all the Directors on criteria such as Board composition and structure, effectiveness of Board / Committee processes and information provided to the Board and decisions taken by them. The performance of the Committees of the Board was evaluated on criteria such as adequacy of the roles and responsibilities of the Committee Members, frequency of reporting to/ monitoring by the Committees, Management / Auditor responses to the recommendations of the Committees.

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Directors' Responsibility Statement:

Pursuant to section 134(3)(c) of the Companies Act, 2013, with respect to Directors' Responsibility Statement it is hereby confirmed that:

1. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
2. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;
3. the directors had taken proper and enough care 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;
4. the directors had prepared the annual accounts on a going concern basis; and
5. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Internal Financial Controls with reference to Financial Statements:

The Company has in place adequate internal financial controls across the organization. The same is subject to review periodically by the internal auditors for its effectiveness.

Contracts and Arrangements with Related Parties:

All contracts / arrangements / transactions entered into/ by the Company during the financial year under review with related parties were on an arm's length basis and in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.

Prior omnibus approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the omnibus approval so granted and statements giving details of all related party transactions were placed before the Audit Committee for their review and noting on a quarterly basis.

Your Directors draw attention of the members to the notes to the financial statement which sets out related party disclosures.

Material changes and Commitments affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

There are no material changes or commitments affecting the financial position of the Company which have occurred between the financial year ended on March 31, 2023 and the date of this report.

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