NCL Research-Annual Report 2023

Debt
NCL Research & Financial Services Limited 38th Annual Report 2022-23
Corporate Identification No.: L65921MH1985PLC284739
BOARD OF DIRECTORS
Goutam Bose Chairman & Managing Director
38th
Swagata Dasgupta Independent Director
Rajeswari Bangal Independent Director
Haimonti Das Independent Director
Sudipta Bhattacharya Independent Director Annual Report
Amita Bose Independent Director
2022 - 2023
KEY MANAGERIAL PERSONNEL
Pravin P. Talwatkar Chief Financial Officer
Priya Mittal Company Secretary
AUDITORS
DBS & Associates
Chartered Accountants, Mumbai
Contents
 AGM Notice 3
BANKERS  Directors' Report 19
Bandhan Bank Limited
 Management Discussion & Analysis 28
REGISTERD OFFICE  Secretarial Audit Report (MR-3) 31

Bhagyodaya Building, 3rd Floor  Form AOC-2 35
79, Nagindas Master Road, Fort
Mumbai – 400 023  Extract of Annual Return (MGT-9) 36
: +91 22 2270 3249
: [email protected]  Disclosure as required under Section 40
197(12)
 Corporate Governance Report 41

REGISTRAR & SHARE TRANSFER AGENT
Purva Sharegistry (India) Pvt. Ltd.  Certificate of Non-Disqualification of 61
No. 9, Shiv Shakti Ind. Estate, Gr. Floor, Directors
J. R. Boricha Marg, Lower Parel
Mumbai-400 011  Auditors’ Certificate on Corporate 63
Governance
 Independent Auditors' Report 65

ANNUAL GENERAL MEETING
Date 12th September, 2023  Balance Sheet 74
Time 11.30 AM
Deemed  Statement of Profit & Loss 75
Venue Registered Office of the Company  Cash Flow Statement 76
 Notes on Financial Statements 79

DEEMED VENUE OF THE AGM
Bhagyodaya Building, 3rd Floor  NBFC Schedule 101
79, Nagindas Master Road, Fort
Mumbai – 400 023
AGM will be held through Video Conferencing (VC) / Other Audio Visual Means (OAVM)
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Notice
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Notice is hereby given that the 38 Annual General Meeting of the members of NCL Research & Financial Services Limited
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will be held on Tuesday, 12 September, 2023 at 11.30 AM through Video Conferencing (VC) / Other Audio Visual Means
(OAVM) to transact the following businesses as:
ORDINARY BUSINESS:
1. To receive, consider and adopt the audited Standalone Financial Statements of the Company for the financial year
ended March 31, 2023 along with the Reports of the Board of Directors and the Auditors thereon.
2. To appoint Directors in place of Mr. Goutam Bose (DIN: 02504803), who retires by rotation, being eligible, offers
himself for re-appointment.
Explanation: Based on the terms of appointment, office of executive directors and the non-executive & non
independent chairman are subject to retirement by rotation. Mr. Goutam Bose, who was re-appointed on May 25,
2019, at the ensuing AGM, being eligible, seeks re-appointment. Based on performance evaluation and the
recommendation of the Nomination and Remuneration Committee, the Board recommends his re-appointment.
Therefore, members are requested to consider and if thought fit, to pass the following resolution as an Ordinary
Resolution:
“RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act,
2013, Mr. Goutam Bose (DIN: 02504803), who retires by rotation, be and is hereby re-appointed as a Director liable to
retire by rotation.”
SPECIAL BUSINESS:
3. Appointment of Mr. Goutam Bose (DIN: 02504803) as Managing Director for the period of 5 years
To consider and if thought fit, to pass the following resolution with or without modification as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 2(54), 196, 197, 203 read with Schedule V and all other
applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time
being in force), and subject to approval of Central Government, if any, required, the Company hereby approves
appointment of Mr. Goutam Bose (DIN: 02504803) as Chairman & Managing Director of the Company, for a period
of 5 years commencing from November 26, 2023 up to November 25, 2028, liable to retire by rotation, upon the
terms and conditions submitted to this meeting and for identification signed by Chairman thereto, which is hereby
specifically approved with authority to the Board of Directors including committees thereof, to alter and/or vary such
terms and conditions of the said appointment, within the limits, if any, prescribed in the Act and/or Schedules
thereto”.
“RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in any financial year during the aforesaid
period, the Company shall pay to Mr. Goutam Bose, remuneration by way of salary, perquisites and allowances, not
exceeding the ceiling laid down in Schedule V of the Companies Act, 2013, read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment
thereof for the time being in force) as may be decided by the Board of Directors, after obtaining suitable
recommendation of its Remuneration Committee.”
“RESOLVED FURTHER THAT the Board of Directors be and are hereby authorised to enhance, enlarge, alter or vary
the scope and quantum of salary, perquisites, allowances and incentive of Mr. Goutam Bose, which revision shall be
in conformity with any amendments to the relevant provisions of the Companies Act and/ or the rules and regulations
made thereunder and/or such guidelines as may be announced by the Central Government from time to time.”
“RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds and things as may be
necessary to give effect to this resolution.”
4. To Borrow funds in excess of the limits provided under section 180 (1)(c) of the Companies Act, 2013
To consider and if thought fit to pass with or without modification(s) the following resolution as a Special Resolution
“RESOLVED THAT pursuant to Section 180(1)(c) and all other applicable provisions, if any, of the Companies Act,
2013 and the rules made thereunder (including any modification, amendment, re-enactment thereof for the time
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being in force) and such other laws, rules as may be applicable from time to time, the Company do borrow such sum
or sums of money in any manner from time to time with or without security and upon such terms and conditions as
the Board may deem fit and expedient for the purpose of the business of the Company, not withstanding, that the
monies to be borrowed, together with the monies already borrowed by the Company (apart from temporary loans
obtained from the Company’s bankers in the ordinary course of business, if any) may exceed the aggregate, for the
time being, the paid-up capital of the Company and its free reserves, that is to say, reserves not set apart for any
specific purpose, provided however, that the total amount borrowed / to be borrowed by the Company (apart from
temporary loans obtained from the Company’s bankers in the ordinary course of business) and outstanding at any
time shall not exceed Rs. 50.00 Crore (Rupees Fifty Crore Only).
“RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board of Directors of the
Company be and is hereby authorized to finalize, settle and execute such documents / deeds / writings / papers /
agreements as may be required and to do all acts, deeds, matters and things, as it may in its absolute discretion deem
necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in this regard and also to
delegate all or any of the above powers to a Committee constituted / to be constituted by the Board and / or any
Member of such Committee / Board and generally to do all such acts, deeds and things that may be necessary,
proper, expedient or incidental for the purpose of giving effect to the aforesaid Resolution.”
5. To mortgage / create charge on the assets of the Company as a security towards borrowings
To consider and if thought fit to pass with or without modification(s) the following resolution as a Special Resolution
“RESOLVED THAT pursuant to Section 180 (1)(a) and all other applicable provisions, if any, of the Companies Act,
2013 and the rules made thereunder and the provisions of the Master Direction – Non-Banking Financial Company
(Reserve Bank) Directions, 2021 (including any modification, amendment, re-enactment thereof for the time being in
force) and such other laws, rules, the consent of the Members be and is hereby granted to the Board of Directors of
the Company to create such security, mortgages, charges and hypothecation as may be necessary on such of the
assets of the Company, both present and future, in such manner as the Board may direct, to or in favour of the
financial institutions, investment institutions and their subsidiaries, banks, mutual funds, trusts and other bodies
corporate (hereinafter referred to as the “Lending Agencies”) and Trustees for the holders of debentures / bonds and
/ or other instruments which may be issued on private placement basis or otherwise, to secure rupee term loans,
debentures, bonds and other instruments together with interest thereon at the agreed rates, further interest,
liquidated damages, premium on pre-payment or on redemption, costs, charges, expenses and all other monies
payable by the Company to the Trustees under the Trust Deed and to the Lending Agencies under their respective
Agreements / Loan Agreements / Debenture Trust Deeds entered into/to be entered into by the Company in respect
of the borrowings such that the outstanding amount of debt at any point of time does not exceed Rs. 50.00 Crore
(Rupees Fifty Crore Only).
“RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all the
acts, deeds, things as may be necessary, usual expedient to give effect to the aforesaid resolution.”
6. To approve transactions under Section 185 of the Companies Act, 2013
To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special
Resolution:
“RESOLVED THAT pursuant to Section 185 of the Companies Act, 2013 read with section 186 of Companies Act,
2013 and other applicable provisions of the Companies Act, 2013 and rules issued thereunder (including any statutory
modification(s) or re-enactment thereof for the time being in force) the consent of the Members of the Company be
and is hereby accorded for advancing loan and / or giving of guarantee(s), and / or providing of security(ies) in
connection with any loan taken / to be taken from financial institutions / banks / insurance companies / other
investing agencies or any other person(s) / bodies corporate by any entity (said entity(ies) covered under the category
of ‘a person in whom any of the director of the company is interested’ as specified in the explanation to Sub-section
(b) of Section 2 of the said section, of an aggregate outstanding amount not exceeding Rs. 50,00,00,000/- (Rupees
Fifty Crores only).
“RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the
Company (hereinafter referred to as “the Board”, which term shall be deemed to include any committee thereof) be
and is hereby authorized to negotiate, finalize and agree to the terms and conditions of the aforesaid Loans /
Guarantees / Securities, and to take all necessary steps, to execute all such documents, instruments and writings and
to do all necessary acts, deed and things in order to comply with all the legal and procedural formalities and to do all
such acts, deeds or things incidental or expedient thereto and as the Board may think fit and suitable.
7. Approval for investments/ Loans/ Guarantees/ Securities under section 186 of the Companies Act, 2013:
To consider and, if thought fit, to pass the following Resolution as a Special Resolution:
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“RESOLVED THAT pursuant to the provisions of Section 186 of the Companies Act, 2013 (‘the Act’) read with the
Companies (Meetings of Board and its Powers) Rules, 2014 and other applicable provisions, if any, of the Act
(including any statutory modification(s) or re-enactment thereof for the time being in force), the consent of the
Members be and is hereby accorded to the Board of Directors of the Company to grant loans and advances or make
investments in the securities of any other body corporate or provide securities or guarantees for such an amount that
the aggregate of the loans and investments so far made, the amounts for which guarantee or security so far provided
in connection with a loan to any other body corporate or person, along with the investment, loan, guarantee or
security proposed to be made or given by the Company exceeds the limits prescribed under Section 186 of the Act,
viz., 60% of the Company’s paid-up share capital, free reserves and securities premium account or 100% of the
Company’s free reserves and securities premium, whichever is more, upon such terms and conditions as the Board
may think fit, provided that the amount of such total loans or investments made, guarantees given and securities
provided shall not at any time exceed ` 50 Crores.”
“RESOLVED FURTHER THAT the Board be and is hereby authorised to take all decisions including amount, time and
any other terms and conditions for giving loan and / or providing guarantee and / or providing security in connection
with a loan to any other body corporate or person and / or acquire by way of subscription, purchase or otherwise, the
securities of body corporate and to execute the documents, deeds or writings as may be required and to do all acts,
deeds and things as it may in its absolute discretion deem necessary, proper or desirable, including to settle any
question, difficulty or doubt that may arise in connection therewith.”
Note:
The Company’s Statutory Auditor, M/s DBS & Associates, Chartered Accountants, Mumbai (FRN - 018627N) was re-
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appointed (for 2 Term of 5 years) as Statutory Auditor’s for a period of five consecutive years at the 35 AGM of
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the Company held on 19 December 2020 on remuneration to be determined by the Board of Directors.
Pursuant to the amendments made to Section 139 of the Companies Act, 2013 by the Companies (Amendment) Act,
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2017, which came into effect from 7 May 2018, the requirement of seeking ratification of the Members for the
appointment of the Statutory Auditor has been withdrawn from the Statute.
In view of the above, ratification of the Members for continuance of their appointment at this AGM is not being
sought. The Statutory Auditors have given a confirmation to the effect that they are eligible to continue with their
appointment and have not been disqualified in any manner from continuing as Statutory Auditor.
Kolkata, August 9, 2023 By order of the Board

For NCL Research & Financial Services Limited
Registered Office : S/d-

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Bhagyodaya Building, 3 Floor, Priya Mittal
79, N. M. Road, Fort, Mumbai-400 023 Company Secretary
Notes:
1. The Ministry of Corporate Affairs (‘MCA’) issued General Circular Nos. 14/2020, 17/2020, and 20/2020 dated April 08
2020, April 13, 2020 and May 05, 2020 respectively and subsequent circulars issued in this regard, the latest being
10/2022 dated December 28, 2022 (“MCA Circulars”), allowed companies whose Annual General Meetings (AGMs)
were due to be held in the year 2023, to conduct their AGMs on or before September 30, 2023, in accordance with
the requirements provided in paragraphs 3 and 4 of the General Circular No. 20/2020 dated May 05, 2020.
Further, Securities and Exchange Board of India (‘SEBI’) vide its SEBI circular SEBI circular no SEBI/
HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 read with SEBI circular no. SEBI/HO/CFD/ CMD2/CIR/P/2021/11
dated January 15, 2021 and Circular No. SEBI/HO/CFD/CMD2/CIRP/P/2022/62 dated May 13, 2022, and Circular No.
SEBI/HO/ CFD/PoD-2/P/CIR/2023/4 dated January 05, 2023 (“SEBI Circulars”) and other applicable circulars issued
in this regard, have allowed the companies to conduct AGM through VC/OAVM till September 30, 2023 without
physical presence of Members at a common venue. In accordance with the applicable provisions of the Act and the
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said Circulars of MCA and SEBI, the 38 AGM of the Company shall be conducted through VC/OAVM Facility,
which does not require physical presence of members at a common venue.
2. In terms of the MCA Circulars since the physical attendance of Members has been dispensed with, there is no
requirement of appointment of proxies. Accordingly, the facility of appointment of proxies by Members to
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attend and cast vote on their behalf under Section 105 of the Act will not be available for the 38 AGM and
hence the Proxy Form and Attendance Slip are not annexed to this Notice. However, in pursuance of Section
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112 and Section 113 of the Act, representatives of the Corporate Members may be appointed for the purpose of
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voting through remote e-Voting, for participation in the 38 AGM through VC/OAVM Facility and e-Voting during
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the 38 AGM.
3. Pursuant to Section 113 of the Act, Institutional/ Corporate Shareholders (i.e. other than individuals/ HUF, NRI, etc.)
are required to send a scanned copy (PDF / JPG Format) of its Board or governing body Resolution/Authorization,
etc., authorizing its representative to attend the AGM through VC / OAVM on its behalf and to vote through
remote e-voting to Purva Sharegistry (India) Private Limited, Registrar and Transfer Agent, by e-mail through its
registered e-mail address to [email protected] with a copy marked to [email protected]
4. In compliance with the aforesaid MCA Circulars, Notice of the AGM along with the Annual Report 2022-23 is being
sent only through electronic mode to those Members whose e-mail addresses are registered with the Company or
CDSL / NSDL (“Depositories”). Members may note that the Notice and Annual Report 2022-23 will also be available
on the Company’s website www.nclfin.com, websites of the Stock Exchanges i.e. BSE Limited at
www.bseindia.com.
5. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of
reckoning the quorum under Section 103 of the Companies Act, 2013.
6. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the
AGM has been uploaded on the website of the Company at www.nclfin.com. The Notice can also be accessed from
the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and the AGM Notice is also available
on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.
7. AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013
read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020, MCA
Circular No. 20/2020 dated May 05, 2020, MCA Circular No. 2/2021 dated January 13, 2021 and MCA Circular No.
10/2022 dated 28.12.2022.
8. The Explanatory Statement pursuant to Section 102(1) of the Act, which sets out details relating to Special
Businesses to be transacted at the meeting, which is considered to be unavoidable by the Board of Directors of the
Company, is annexed hereto.
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9. The Register of Member and the Share Transfer Books of the Company will remain closed from 6 September 2023
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to 12 September 2023 (both days inclusive).
10. Members whose email address are not registered can register the same in the following manner:
 Members holding share(s) in physical mode can register their e-mail ID by sending an email to the Company
by providing requisite details of their holdings and documents for registering their e-mail address; and
 Members holding share(s) in electronic mode are requested to register / update their e-mail address with their
respective Depository Participants “DPs” for receiving all communications from the Company electronically.
11. The Company has engaged the services of NSDL as the authorized agency for conducting of the e-AGM and
providing e-voting facility.
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12. The meeting shall be deemed to be held at the Registered Office of the Company at Bhagyodaya Building, 3
Floor, 79, N. M. Road, Fort, Mumbai-400 023.
13. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.
14. All documents referred to in the accompanying Notice and the Explanatory Statement can be obtained for
inspection by writing to the Company at its email ID [email protected] till the date of AGM.
15. Members are advised to refer to the section titled ‘Investor Information’ provided in this Annual Report.
16. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any
change in address or demise of any Member as soon as possible. Members are also advised to not leave their
demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned
Depository Participant and holdings should be verified from time to time.
17. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred
only in dematerialized form with effect from, April 1, 2019, except in case of request received for transmission or
transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of
portfolio management, members holding shares in physical form are requested to consider converting their
holdings to dematerialized form. Members can contact the Company or Company’s Registrars and Transfer
Agents, Purva Sharegistry (India) Private Limited (“RD”) for assistance in this regard.
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18. Shareholders/Investors are advised to send their queries/complaints through the e-mail id
[email protected] for quick and prompt redressal of their grievances.
19. Members seeking any information with regard to the accounts or any matter to be placed at the AGM are
requested to write to the Company on or before September 5, 2023 through email on [email protected].
The same will be replied by the Company suitably.
20. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address,
telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank
details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their
DPs in case the shares are held by them in electronic form and to RD in case the shares are held by them in physical
form.
21. Pursuant to Section 72 of the Companies Act, 2013 read with Rule 19(1) of the Rules made thereunder,
Shareholders are entitled to make nomination in respect of shares held by them in physical form. Shareholders
desirous of making nominations are requested to send their requests in Form SH-13, which is available on the
website of the Company.
22. Members holding shares in physical form, in identical order of names, in more than one folio are requested to send
to the Company or RD, the details of such folios together with the share certificates for consolidating their holdings
in one folio. A consolidated share certificate will be issued to such Members after making requisite changes.
23. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the
Register of Members of the Company will be entitled to vote.
24. Your attention is invited on the Companies (Significant Beneficial Ownership) Amendment Rules, 2019 issued by
the Ministry of Corporate Affairs on 8th February 2019. A person is considered as a Significant Beneficial Owner
(SBO) if he/she, whether acting alone, together or through one or more individuals or trust holds a beneficial
interest of at least 10%. The beneficial interest could be in the form of a company’s shares or the right to exercise
significant influence or control over the company. If any Shareholders holding shares in the Company on behalf of
other or fulfilling the criteria, is required to give a declaration specifying the nature of his/her interest and other
essential particulars in the prescribed manner and within the permitted time frame.
25. The Members can join the EGM/AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the
commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at
the EGM/AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This
will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional
Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and
Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the
EGM/AGM without restriction on account of first come first served basis.
26. The Securities and Exchange Board of India (SEBI) has recently mandated furnishing of PAN, KYC details (i.e.,
Postal Address with Pin Code, email address, mobile number, and bank account details) and nomination details by
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holders of securities. Effective from 1 January 2022, any service requests or complaints received from the member
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will not be processed by RTA till the aforesaid details/ documents are provided to RTA. On or after 1 April 2023, in
case any of the above cited documents/ details are not available in the Folio(s), RTA shall be constrained to freeze
such Folio(s). Relevant details and forms prescribed by SEBI in this regard are available on the website of the
Company at www.nclfin.com.
27. Members may note that, in terms of the Listing Regulations equity shares of the Company can only be transferred
in dematerialised form.
28. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of
the Act shall be made available at the commencement of the meeting and shall remain open and accessible to the
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members during the continuance of the 38 AGM. During the 38 AGM, Members may access the scanned copy of
these documents, upon Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com.
29. Instructions for attending the AGM and e-voting are as follows:
A. Instructions for attending the AGM:
1. Members will be able to attend the AGM through VC/OAVM or view the live webcast of AGM by using
their remote e-voting login credentials and selecting the ‘Event’ for Company’s AGM. Members who do
not have the User ID and Password for e-voting or have forgotten the User ID and Password may
retrieve the same by following the remote e-voting instructions mentioned in the Notice. Further,
Members can also use the OTP based login for logging into the e-voting system.
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2. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time
of the commencement of the Meeting by following the procedure mentioned in the Notice.
3. Facility of joining the AGM through VC / OAVM shall be available for 1000 members on first come first
served basis. However, the participation of members holding 2% or more shares, promoters, and
Institutional Investors, directors, key managerial personnel, chairpersons of Audit Committee,
Stakeholders Relationship Committee, Nomination and Remuneration Committee and Auditors are
not restricted on first come first serve basis.
B. PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH
THE DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS
PROPOSED IN THIS NOTICE:
For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned
copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-
attested scanned copy of Aadhaar Card) by email to RTA / Company email id at [email protected] or
[email protected].
For Demat shareholders - please provide Demat account details (CDSL-16 digit beneficiary ID or NSDL-16
digit DPID + CLID), Name, client master or copy of Consolidated Account Statement, PAN (self-attested
scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhaar Card) to RTA / Company email
id at [email protected] or [email protected].
The Company/RTA shall co-ordinate with NSDL and to provide the login credentials to the above mentioned
shareholders.
C. Voting through Electronic means -
4. Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management
and Administration) Rules, 2014 (as amended), Secretarial Standard on General Meetings (SS-2) issued
by the Institute of Company Secretaries of India (“ICSI”) and Regulation 44 of Listing Regulations read
with MCA Circulars, the Company is providing remote e-Voting facility to its members in respect of the
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business to be transacted at the 38 AGM and facility for those members participating in the 38 AGM
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to cast vote through e-Voting system during the 38 AGM. For this purpose, NSDL will be providing
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facility for voting through remote e-Voting, for participation in the 38 AGM through VC/ OAVM facility
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and e-Voting during the 38 AGM.
5. The Company has approached NSDL for providing e-voting services through our e-voting platform. In
this regard, your Demat Account/Folio Number has been enrolled by the Company for your
participation in e-voting on resolution placed by the Company on e-Voting system.
6. The Members who have cast their vote by remote e-voting prior to the AGM may also attend/
participate in the AGM through VC / OAVM but shall not be entitled to cast their vote again.
7. The Members present in the AGM through VC / OAVM facility and have not cast their vote on the
Resolutions through remote e-voting, and are otherwise not barred from doing so, shall be eligible to
vote through e-voting system during the AGM.
8. The e-voting period commences on Saturday, September 9, 2023 (9:00 am) and ends on Monday,
September 11, 2023 (5:00 pm). The remote e-voting module shall be disabled by NSDL for voting
thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on
the record date (cut-off date) i.e. September 5, 2023, may cast their vote electronically. The voting
right of shareholders shall be in proportion to their share in the paid-up equity share capital of the
Company as on the cut-off date, being September 5, 2023.
9. Any person, who acquires shares of the Company and become member of the Company after emailing
of the notice and holding shares as of the cut-off date i.e. September 5, 2023, may obtain the login ID
and password by sending a request at [email protected] or [email protected].
10. The Board of Directors has appointed CS Kriti Daga, Practicing Company Secretary (Membership No.
A26425) as the Scrutinizer to scrutinize the voting during the AGM and remote e-voting process in a fair
and transparent manner.
How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
Step 1: Log-in to NSDL e-Voting system
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A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in
demat mode
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual
shareholders holding securities in demat mode are allowed to vote through their demat account maintained
with Depositories and Depository Participants. Shareholders are advised to update their mobile number and
email Id in their demat accounts in order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
Type of shareholders Login Method
Individual Shareholders 1. If you are already registered for NSDL IDeAS facility, please visit the e-
holding securities in Services website of NSDL. Open web browser by typing the following URL:
demat mode with NSDL. https://eservices.nsdl.com/ either on a Personal Computer or on a mobile.
Once the home page of e-Services is launched, click on the “Beneficial
Owner” icon under “Login” which is available under “IDeAS” section. A
new screen will open. You will have to enter your User ID and Password.
After successful authentication, you will be able to see e-Voting services.
Click on “Access to e-Voting” under e-Voting services and you will be able
to see e-Voting page. Click on options available against company name or
e-Voting service provider - NSDL and you will be re-directed to NSDL e-
Voting website for casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting.
2. If the user is not registered for IDeAS e-Services, option to register is

available at https://eservices.nsdl.com. Select “Register Online for
IDeAS” Portal or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing the
following URL: https://www.evoting.nsdl.com/ either on a Personal
Computer or on a mobile. Once the home page of e-Voting system is
launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section. A new screen will open. You will have to
enter your User ID (i.e. your sixteen digit demat account number held with
NSDL), Password/OTP and a Verification Code as shown on the screen.
After successful authentication, you will be redirected to NSDL Depository
site wherein you can see e-Voting page. Click on options available against
company name or e-Voting service provider - NSDL and you will be
redirected to e-Voting website of NSDL for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the
meeting.
Individual Shareholders 1. Existing users who have opted for Easi / Easiest, they can login through
holding securities in their user id and password. Option will be made available to reach e-
demat mode with CDSL Voting page without any further authentication. The URL for users to login
to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or
www.cdslindia.com and click on New System Myeasi.
2. After successful login of Easi/Easiest the user will be also able to see the E
Voting Menu. The Menu will have links of e-Voting service provider i.e.
NSDL. Click on NSDL to cast your vote.
3. If the user is not registered for Easi/Easiest, option to register is available
at https://web.cdslindia.com/myeasi/Registration/EasiRegistration
4. Alternatively, the user can directly access e-Voting page by providing
demat Account Number and PAN No. from a link in www.cdslindia.com
home page. The system will authenticate the user by sending OTP on
registered Mobile & Email as recorded in the demat Account. After
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successful authentication, user will be provided links for the respective ESP
i.e. NSDL where the e-Voting is in progress.
Individual Shareholders You can also login using the login credentials of your demat account through
(holding securities in your Depository Participant registered with NSDL/CDSL for e-Voting facility.
demat mode) login Once login, you will be able to see e-Voting option. Once you click on e-Voting
through their depository option, you will be redirected to NSDL/CDSL Depository site after successful
participants authentication, wherein you can see e-Voting feature. Click on options
available against company name or e-Voting service provider-NSDL and you
will be redirected to e-Voting website of NSDL for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the
meeting.
Important Note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID
and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to
login through Depository i.e. NSDL and CDSL.
Login type Helpdesk details

Individual Shareholders holding Members facing any technical issue in login can contact NSDL helpdesk
securities in demat mode with by sending a request at [email protected] or call at toll free no.: 1800
NSDL 1020 990 and 1800 22 44 30
Individual Shareholders holding Members facing any technical issue in login can contact CDSL helpdesk
securities in demat mode with by sending a request at [email protected] or contact at
CDSL 022- 23058738 or 022-23058542-43
B) Login Method for shareholders other than Individual shareholders holding securities in demat mode
and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available
under ‘Shareholder/Member’ section.
3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification
Code as shown on the screen.
a) Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at
https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices
after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. cast your
vote electronically.
4. Your User ID details are given below :
Manner of holding shares i.e. Your User ID is:
Demat (NSDL or CDSL) or Physical
a) For Members who hold shares in 8 Character DP ID followed by 8 Digit Client ID
demat account with NSDL. For example if your DP ID is IN300*** and Client ID is
12****** then your user ID is IN300***12******.
b) For Members who hold shares in 16 Digit Beneficiary ID
demat account with CDSL. For example if your Beneficiary ID is 12**************
then your user ID is 12**************
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c) For Members holding shares in EVEN Number followed by Folio Number registered
Physical Form. with the company
For example if folio number is 001*** and EVEN is
101456 then user ID is 101456001***
5. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to login
and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial
password’ which was communicated to you. Once you retrieve your ‘initial password’, you
need to enter the ‘initial password’ and the system will force you to change your password.
c) How to retrieve your ‘initial password’?
(i) If your email ID is registered in your demat account or with the company, your ‘initial
password’ is communicated to you on your email ID. Trace the email sent to you from
NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open
the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account,
last 8 digits of client ID for CDSL account or folio number for shares held in physical
form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
(ii) If your email ID is not registered, please follow steps mentioned below in process for
those shareholders whose email ids are not registered
6. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your
password:
a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account
with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password?” (If you are holding shares in physical mode) option
available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at
[email protected] mentioning your demat account number/folio number, your PAN, your
name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the
e-Voting system of NSDL.
7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check
box.
8. Now, you will have to click on “Login” button.
9. After you click on the “Login” button, Home page of e-Voting will open.
Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.
How to cast your vote electronically and join General Meeting on NSDL e-Voting system?
1. After successful login at Step 1, you will be able to see all the companies EVEN in which you are
holding shares and who’s voting cycle and General Meeting is in active status.
2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period
and casting your vote during the General Meeting. For joining virtual meeting, you need to click on
“VC/OAVM” link placed under “Join General Meeting”.
3. Now you are ready for e-Voting as the Voting page opens.
4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of
shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when
prompted.
5. Upon confirmation, the message “Vote cast successfully” will be displayed.
6. You can also take the printout of the votes cast by you by clicking on the print option on the
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confirmation page.
7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned
copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested
specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the
Scrutinizer by e-mail to [email protected] with a copy marked to [email protected].
2. It is strongly recommended not to share your password with any other person and take utmost care
to keep your password confidential. Login to the e-voting website will be disabled upon five
unsuccessful attempts to key in the correct password. In such an event, you will need to go through
the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on
www.evoting.nsdl.com to reset the password.
3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-
voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or
call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Mr. Amit Vishal, AVP /
Ms. Pallavi Mhatre, Manager, NSDL, Trade World, “A” Wing, 4th Floor, Kamala Mills Compound,
Lower Parel, Mumbai 400 013 at Email ID: [email protected]
Process for those shareholders whose email ids are not registered with the depositories for procuring user
id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:
1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of
the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-
attested scanned copy of Aadhar Card) by email to [email protected].
2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit
beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested
scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to
[email protected]. If you are an Individual shareholders holding securities in demat mode, you are
requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and
joining virtual meeting for Individual shareholders holding securities in demat mode.
3. Alternatively shareholder/members may send a request to [email protected] for procuring user id and
password for e-voting by providing above mentioned documents.
4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies,
Individual shareholders holding securities in demat mode are allowed to vote through their demat
account maintained with Depositories and Depository Participants. Shareholders are required to update
their mobile number and email ID correctly in their demat account in order to access e-Voting facility.
THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM/AGM ARE AS UNDER:-
1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-
voting.
2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not
casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so,
shall be eligible to vote through e-Voting system in the AGM.
3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not
be eligible to vote at the AGM.
4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on
the day of the AGM shall be the same person mentioned for Remote e-voting.
INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:
1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting
system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system.
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After successful login, you can see link of “VC/OAVM link” placed under “Join General meeting” menu against
company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The
link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be
displayed. Please note that the members who do not have the User ID and Password for e-Voting or have
forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions
mentioned in the notice to avoid last minute rush.
2. Members are encouraged to join the Meeting through Laptops for better experience.
3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any
disturbance during the meeting.
4. When a pre-registered speaker is invited to speak at the meeting, but he/ she does not respond, the next
speaker will be invited to speak. Accordingly, all speakers are requested to get connected to a device with a
video/ camera along with good internet speed.
5. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via
Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore
recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
6. Shareholders, who would like to express their views/have questions may send their questions in advance
mentioning their name demat account number/folio number, email id, mobile number at
[email protected]. The same will be replied by the company suitably.
OTHER INSTRUCTIONS
1. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, first count the votes cast
during the AGM, thereafter unblock the votes cast through remote e-voting and make, not later than 48
hours of conclusion of the AGM, a consolidated Scrutinizer’s Report of the total votes cast in favour or
against, if any, to the Chairman or a person authorised by her in writing, who shall countersign the same.
2. The result declared along with the Scrutinizer’s Report shall be placed on the Company’s website
www.nclfin.com and on the NSDL website https://www.evoting.nsdl.com immediately. The Company
shall simultaneously forward the results to BSE Limited (BSE) where the shares of the Company are
listed.
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND SECRETARIAL
STANDARD-2 ON GENERAL MEETINGS FORMING PART OF THE NOTICE
Item No. 3:
Appointment of Mr. Goutam Bose (DIN: 02504803) as Chairman & Managing Director for the period of 5 years
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The Board of Directors at their meeting held on 9 August 2023 had appointed Goutam Bose (DIN: 02504803) as
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Chairman & Managing Director of the Company for a term of about 5 years effective from 26 November 2023 and up to
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25 November 2028, on the terms and conditions set out in the Agreement entered by the Company with him.
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The term of Mr Goutam Bose will end on 25 November 2028 and is eligible to be re-appointed.
Mr. Goutam Bose is not disqualified from being appointed as Chairman & Managing Director in terms of Section 164 of
the Act and has given his consent to act as a Chairman & Managing Director and he has not been debarred from holding
the office of director or continuing as a director of company by SEBI/MCA or any other authority in India or abroad.
Mr. Goutam Bose is a graduate in commerce from Kolkata University and has experience and expertise in the field of
Capital Market, and having ample knowledge of about 15 years in the field of finance and accounts.
Mr. Goutam Bose is not related to any of the Directors of the Company.
The re-appointment and remuneration of the Chairman & Managing Directors have been approved by the Nomination
and Remuneration Committee.
The terms and conditions of the remuneration of Mr. Goutam Bose are as under:
Salary: not more than ₹ 7,50,000/- (Rupees Seven Lakh Fifty Thousand Only) per annum, with an increment to be
st
determined by the Board of Directors, including Committee thereof, effective from the 1 day of April each year.
Reimbursement of Expenses:
13
1. Expenses incurred for travelling, boarding and lodging including for spouse and attendant(s) during business
trips and provision of car(s) for use on Company’s business and communication expenses at residence shall be
reimbursed at actuals and not considered as perquisites.
2. The expenses, as may be borne by the Company for providing security to Mr. Goutam Bose and his family
members shall not be considered as perquisites and accordingly, not to be included for the purpose of
computation of the overall ceiling of remuneration.
The remuneration as aforesaid of the Chairman & Managing Director shall be subject to such limits of remuneration as
are laid down by the Central Government in the Companies Act, 2013, its Schedule V and/or amendments made/as may
be made therein from time to time.
Notwithstanding anything to the contrary contained herein, where in any financial year during the tenure of the
Chairman & Managing Director, the Company has no profits or its profits are inadequate, the Company will pay to the
Chairman & Managing Director remuneration by way of salary, allowances and perquisites not exceeding the ceiling laid
down in Schedule V of the Companies Act, 2013 as may be decided by the Board of Directors of the Company, after
obtaining suitable recommendation from the Remuneration Committee of the Board of Directors of the Company.
The scope and quantum of remuneration specified hereinabove, may be enhanced, enlarged, widened, altered or varied
by the Board of Directors on the recommendation of the Remuneration Committee, in the light of and in conformity
with any amendments to the relevant provisions of the Companies Act and/or the rules and regulations made there-
under and/ or such guidelines as may be announced by the Central Government from time to time.
The Company shall pay to or reimburse the Managing Director and he shall be entitled to be paid and/or to be
reimbursed by the Company all costs, charges and expenses that may have been or may be incurred by him for the
purposes of or on behalf of the Company.
The draft of the agreement to be entered into by the Company with Mr. Goutam Bose is available for inspection by the
shareholders of the Company at the Registered Office of the Company, between 11 A.M. to 1 P.M. on all days except
Saturdays, Sundays and Public Holidays, till the last date of E-voting, up to 5.00 PM.
None of the Directors of the Company are in anyway deemed to be concerned or interested, financially or otherwise, in
the Resolutions as set out in Item No. 3 of the Notice.
The Board recommends the Special Resolution set out at Item No. 3 of the Notice for approval by the shareholders for
th
appointment of Mr. Goutam Bose for further period of 5 years with effect from 26 November 2023.
Brief Profile of Mr. Goutam Bose together with other Directors, has been provided in Annexure – 1.
ANNEXURE “1”
Pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
Secretarial Standard 2 issued by ICSI, information about the Directors proposed to be appointed/re-appointed is
furnished below:
Name of Director Mr. Goutam Bose
Directors’ Identification No. (DIN) 02504803
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Date of Birth 25 March 1981
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Date of Appointment on Board 25 July 2009
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Date of Appointment for current term 26 November 2023
Qualification B. Com, Graduate
Experience Mr. Goutam Bose is a graduate in commerce from Kolkata
University and has experience and expertise in the field of
Finance & Capital Market, and having knowledge of more
than 15 years in the field of finance and accounts.
Terms & Conditions of Appointment / Re-appointment Appointed as Chairman & Managing Director for the
period of 5 years, eligible to retire by Rotation
Remuneration details Not more than ₹ 62,500/- per month plus contribution to
PF and reimbursement of out of pocket expenses.
Shareholding in Company Nil
Relationship with the Company & Other Directors Not Any
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No. of Board Meeting attended during the year 8 (Eight)

List of Directorships held in other Companies None
(excluding foreign, private and Section 8 Companies)
List of Companies wherefrom the Director has Not Any
resigned during last 3 years (excluding foreign, private
and Section 8 Companies)
Memberships / Chairmanships of Audit and Member – Audit Committee & Stakeholders’ Relationship
Stakeholders’ relationship Committees across Public Committee
Companies
Declaration under Regulation 36(3) of SEBI LODR The proposed Director meets the skills and capabilities
Regulations, 2015 required for the role and the manner in which the
candidature of Mr. Goutam Bose is proposed for
Directorship
ITEM NO. 4 & 5

To Borrow Funds in excess of the limits provided under section 180 (1)(c) of the Companies Act, 2013 and to
mortgage / create charge on the assets of the Company as a security towards borrowings
In terms of the Section 180(1)(c) of the Companies Act, 2013, the Board of Directors shall not borrow money in excess of
the Company’s paid up share capital and free reserves, apart from temporary loans obtained from the Company’s
bankers in the ordinary course of the business, except with the consent of the Members at the general meeting by way of
a special resolution.
It is therefore, necessary that the Members pass Special Resolution as set out in the Item no. 3 of the Notice to enable
the Board of Directors to borrow money subject to provision of Section 180(1)(c) and the Master Direction – Non-
Banking Financial Company (Reserve Bank) Directions, 2021 and in excess of the limit as specified under Companies Act
2013.
Pursuant to the borrowings made/to be made, the Company may have to mortgage and/or create charge on all or any
one or more of the moveable/immovable properties or such other assets of the Company. Accordingly, approval of the
Members is being sought to borrow money for an amount not exceeding Rs. 50.00 Crore (Fifty Crore Only) and to create
charge on assets of the Company in accordance with section 180(1)(a) of the Companies Act, 2013.
None of the Directors, Key Managerial Persons (KMPs) or the relatives of the Directors or KMPs are concerned or
deemed to be interested in the Special Resolutions set out at Item No. 4 & 5 of the Notice.
The Board recommends the Resolution under item no. 4 & 5 of the Notice for approval of the Members as a Special
Resolutions.
ITEM NO. 6
To approve transactions under Section 185 of the Companies Act, 2013
Pursuant to Section 185 of the Companies Act, 2013 as amended from time to time, a Company may advance any loan
including any loan represented by book debt, or give any guarantee or provide any security in connection with any loan
taken by any entity (said entity(ies) covered under the category of ‘a person in whom any of the director of the Company
is interested’ as specified in the explanation to Section 185(2)(b) of the Companies Act, 2013, after passing a special
resolution in the general meeting.
It is proposed to grant loan or give guarantee or provide security in respect of any loan granted to such entities and the
proposed loan shall be at the interest rate of prevailing market rate and shall be used by the borrowing Company for its
principal business activities only.
In case of any subsidiaries / associates / joint ventures incorporated in future, the Board of Directors may grant loan or
give guarantee or provide security within the aggregate amount of Rs 50 Crores to such entities subject to the approval
of the Audit Committee. The Board proposes the Resolution at Item No. 5 of the notice for approval of the Shareholders
by a Special Resolution.
None of the Directors, Key Managerial Persons (KMPs) or the relatives of the Directors or KMPs are concerned or
deemed to be interested in the Special Resolutions set out at Item No. 6 of the Notice.
The Board recommends the Resolution under Item No. 6 of the Notice for approval of the Members as a Special
Resolutions.
15
ITEM NO. 7
Approval for investments/ Loans/ Guarantees/ Securities under section 186 of the Companies Act, 2013:
As per the provisions of Section 186 of the Companies Act, 2013 and the Companies (Meetings of Board and its Powers)
Rules, 2014, a Company, that proposes to give any loan to any person or other body corporate or give guarantee or
provide security in connection with a loan to any other body corporate or person and acquisition by way of subscription,
purchase or otherwise the securities of any other body corporate in excess of 60% of the paid up capital, free reserves
and securities premium account or 100% of free reserves and securities premium account of the Company, whichever is
higher, is required to obtain the approval of the members by passing a special resolution.
Your Company is, from time to time, investing the surplus funds available with the Company in combinations and
otherwise and also providing loans/ guarantees to subsidiaries, associates, joint ventures, group Companies and
concerns and other bodies corporate. Your directors are of the view that as a measure of achieving greater financial
flexibility and to enable optimal financing structure, the consent of the members needs to be accorded by way of a
special resolution to enable the Company to invest/make loans/provide guarantees/securities for an amount not
exceeding ₹ 50 crores (Rupees Fifty Crores only) under the provisions of Section 186 of the Companies Act, 2013.
None of the Directors, Manager, Key Managerial Personnel and their relatives are concerned or interested in the
Resolution, except to the extent of their respective interest as the Member of the Company.
The Board recommends the Resolution under Item No. 7 of the Notice for approval of the Members as a Special
Resolutions.
Mumbai, August 9, 2023 By order of the Board

Registered Office : S/d-

rd
Bhagyodaya Building, 3 Floor, Priya Mittal
79, N. M. Road, Fort, Mumbai-400 023 Company Secretary
16
CIN: L65921MH1985PLC284739
rd
Regd. Office: Bhagyodaya Building, 3 Floor, 79, N. M. Road, Fort, Mumbai-400 023
Tel: +91 22 2270 3249, Email: [email protected]; Website: www.nclfin.com
Dear Member,
Sub: Intimation to furnish valid PAN, KYC details and Nomination
The Securities and Exchange Board of India (‘SEBI’) has mandated vide its Circular No.
SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 03, 2021 and subsequent clarification vide Circular No.
SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021 for all the security holders holding securities in
physical form to furnish the below mentioned forms duly filled in along with proper details and the relevant self-attested
documents with date to the Company or its Registrar and Share Transfer Agent (‘RTA’) Purva Sharegistry (India) Pvt. Ltd.
However, SEBI has clarified vide email dated January 11, 2022 that the aforesaid Circular is not applicable for
requests received from the investors pertaining to dematerialization of securities.
Please note that the folios, wherein any one of the below cited documents / details are not available on or after April 01,
2023, shall be frozen by the RTA.
S. No. Form Purpose
1. Form ISR–1 Request for registering PAN, KYC details or changes / updation thereof.
2. Form ISR–2 Confirmation of Signature of securities holder by the Banker
3. Form ISR–3 Declaration Form for Opting-out of Nomination by holders of physical shares (if any)
4. Form No. SH-13 Nomination Form
5. Form No. SH-14 Cancellation or Variation of Nomination (if any)
Note: Above forms are available on Company website viz. www.nclfin.com
The modes of submission of documents to the Company/RTA are any one of the followings:
1. In Person Verification (IPV): by producing the originals to the authorized person of the RTA, who will retain copy(ies)
of the document(s)
2. In hard copy: by furnishing self-attested photo copy(ies) of the relevant document, with date
3. Through e-mail address already registered with the RTA, with e-sign of scanned copies of documents
4. Service portal of the RTA with e-sign with scanned copies of documents, if the RTA is providing such facility
Explanation: E-Sign is an integrated service which facilitates issuing a Digital Signature Certificate and performing
signing of requested data by eSign user. The holder/claimant may approach any of the empanelled eSign Service
Provider, details of which are available on the website of Controller of Certifying Authorities (CCA), Ministry of
Communications and Information Technology (https://cca.gov.in/) for the purpose of obtaining an e-sign.
Further please note that, from January 01, 2022, the RTA shall not process any service requests received from the holder(s)
/ claimant(s), till PAN, KYC and Nomination documents/details are received.
In view of the above, you are advised to furnish the aforesaid documents / forms / details to the Company or the RTA at the
earliest possible at the following address:
Company Registrar & Share Transfer Agent (RTA)
The Company Secretary/Managing Director Purva Sharegistry (India) Pvt. Ltd.
NCL Research & Financial Services Limited No. 9, Shiv Shakti Ind. Estate
rd
Bhagyodaya Building, 3 Floor, 79, N. M. Road Gr. Floor, J. R. Boricha Marg
Fort, Mumbai-400 023 Lower Parel, Mumbai-400 011
All the above mentioned forms are enclosed to this notice for your convenience as well as also available on the website of
the Company (i.e. www.nclfin.com)
Thanking you.
Yours Faithfully,
S/d-
Priya Mittal
Company Secretary & Compliance Officer
Encl.: KYC Form
17
KYC FORM
(Only for physical shareholding)
To,
The Secretarial Department Date ______/________/_______
NCL Research & Financial Services Limited
rd Folio No. ___________________
Bhagyodaya Building, 3 Floor, 79, N. M. Road,
Fort, Mumbai-400 023 No. of Shares ________________
Dear Sir/ Madam,
We wish to update the KYC and in this matter are forwarding herewith the required supporting documents by ticking in
the appropriate checkbox below:
A. For registering PAN of the registered and/ or joint shareholders (as applicable)
Registered shareholder Joint holder 1 Joint holder 2 Joint holder 3
Please attach self- attested legible copy of PAN card (exempted for Sikkim Shareholders).
B. For registering Bank details of the registered shareholder
1. In cases wherein the original cancelled cheque leaf has the shareholder’s name printed
Aadhar/ Passport/ utility bill Original cancelled cheque leaf
2. In cases wherein the original cancelled cheque leaf has the shareholder’s name printed on it
Aadhar/ Passport/ Utility bill Original cancelled cheque Bank Passbook/ Bank Stmt
Please note that Bank passbook/ Bank Statement should be duly attested by the officer of the same bank with
his signature, name, employee code, designation, bank seal & address stamp, phone no. and date of
attestation.
C. For updating the Specimen Signature of the registered and/ or joint shareholders
1. In cases wherein the original cancelled cheque leaf has the shareholder’s name printed
Affidavit Banker verification Original cancelled cheque leaf
2. In cases wherein cancelled cheque leaf does NOT contain the shareholder’s name printed on it
Affidavit Bank verification Original cancelled cheque Bank Passbook/ Stmt.
Please note that Bank passbook/ Bank Statement should be duly attested by the officer of the same bank with
his signature, name, employee code, designation, bank seal & address stamp, phone no. and date of
attestation.
D. For Updating the email id for the purpose of receiving all communications in electronic mode
E. For updating the Mobile No

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I /We hereby state that the above mentioned details are true and correct and we consent towards updating the
particulars based on the self-attested copies of the documents enclosed with this letter by affixing my/our
signature(s) to it
Sign: ___________________________ Sign:____________________________ Sign:______________________________

Registered holder Joint holder 1 Joint holder 2
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Directors’ Report
To
The Members,
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Your Directors have pleasure in presenting the 38 Annual Report of your Company together with the Audited
Statements of Accounts for the year ended March 31, 2023.
Year Ended Year Ended
Financial Results
31.03.2023 31.03.2022
Revenue for the year 396.24 197.15
Profit before Tax, Depreciation and Finance Cost 96.25 111.21
Less: Finance Cost 11.00 -
Profit/(Loss) before Depreciation/Amortization (PBDT) 85.25 111.21
Less: Depreciation 5.00 5.26
Net Profit/(Loss) before Taxation (PBT) 80.25 105.95
Less: Provision for Taxation (including Deferred Tax) 20.19 1.56
Add: Extra-ordinary Items (Excess Provisioning) - -
Profit/(Loss) after Tax & Extra-ordinary Items 60.07 104.39
Less: Provision for Dividend - -
Less: Transfer to General / Statutory Reserves 20.40 16.45
Profit/(Loss) available for Appropriation 39.67 87.94
Adjustment against issue of Bonus Equity Shares - 5.30
Add: Profit brought forward from Previous Year 253.25 170.61
Balance of Profit carried forward 292.92 253.25
OVERALL PERFORMANCE
Total revenue for the year stood at ₹ 396.24 lakh in comparison to last years’ revenue of ₹ 197.15 lakh. In term of
Profit/(Loss) before taxation, the Company has earned a profit of ₹ 80.25 lakh in comparison to last years’ profit of ₹
105.95 lakh. Profit/(Loss) after Tax and Extra-Ordinary Items stood at ₹ 60.07 lakh in comparison to last financial year’s
profit of ₹ 104.39 lakh.
Your Company is one of the RBI registered NBFC and is engaged in the business of finance and investments. The
Company is carrying trading/investment activities in both Equity and FNO Segment and also trading in Commodities
market apart from its financing activities.
DIVIDEND
In order to conserve resources and to meet financial requirements to implement its future plans, your Directors do not
propose any dividend for the year under review.
GENERAL RESERVES
The General Reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As
the General reserve is created by a transfer from one component of equity to another and is not an item of other
comprehensive income, items included in the General reserve will not be reclassified subsequently to the statement of
profit and loss.
STATUTORY RESERVES
Statutory Reserve represents the reserve created pursuant to the Reserve Bank of India Act, 1934 (the “RBI Act”) and
related regulations applicable to those companies. Under the RBI Act, a non-banking finance company is required to
transfer an amount not less than 20% of its net profit to a reserve fund before declaring any dividend. Appropriation from
this reserve fund is permitted only for the purposes specified by the RBI.
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The Company during the year under review, has transferred ₹ 20.40 lakh to Special Reserve out of the Retained Earnings.
IMPAIRMENT RESERVES
Impairment Reserve represents the reserve created pursuant to the per RBI circular dated March 13, 2020 on
‘Implementation of Indian Accounting Standards’. Under the circular, where the impairment allowance under Ind AS 109
is lower than the provisioning required as per prudential norms on Income Recognition, Asset Classification and
Provisioning (including standard asset provisioning) the difference should be appropriated from the net profit to a
separate ‘Impairment Reserve’. Withdrawals from this reserve is allowed only after obtaining permission from the RBI.
SHARE CAPITAL
rd
Pursuant to the Authority given by Members in the EOGM held on 23 November 2021, the Company has issued
48,86,28,000 Equity Shares of ₹ 1/- each Right basis during the financial year.
Post above referred corporate actions, the paid up Equity Share Capital as on March 31, 2023 was ₹ 107.0328 Crore
consisting of 1,07,03,28,000 Equity Shares of ₹ 1/- each.
During the year under review, the Company has not issued any share with differential voting rights; nor granted stock
options nor sweat equity, apart from Right Issue of Equity Shares, as stated above. As on March 31, 2023, none of the
Directors and/or Key Managerial Person of the Company hold instruments convertible in to Equity Shares of the
Company.
FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2023 has been
prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act,
2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgements relating to the Financial
Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions
and reasonably present the Company’s state of affairs, profits and cash flows for the year ended March 31, 2023.
Accounting policies have been consistently applied except where a newly issued accounting standard, if initially adopted
or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Management
evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses standalone
financial results on a quarterly basis which are subjected to limited review and publishes standalone audited financial
results on an annual basis.
The Company continues to focus on judicious management of its working capital, receivables, inventories and other
working capital parameters were kept under strict check through continuous monitoring.
There is no audit qualification in the standalone financial statements by the statutory auditors for the year under review.
BUSINESS SEGMENT
Your Company is one of the RBI registered NBFC and is into the business of Finance & Investments in accordance with the
Accounting Standard 17 notified by Companies (Accounting Standards) Rules 2006.
PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS

Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Companies Act,
2013 are given in the notes to the Financial Statements.
SUBSIDIARY COMPANY
The Company does not have any Subsidiary, Associates and Joint Venture, whose net worth exceeds 20% of the
consolidated net worth of the holding company in the immediately preceding accounting year or has generated 20% of
the consolidated income of the Company during the previous financial year. Accordingly, a policy on material subsidiaries
has not been formulated. Further, during the year, no Company has ceased to be Subsidiary, Associate or Joint Venture
Company.
POLICY FOR DETERMINING MATERIAL SUBSIDIARY COMPANIES

The Company has formulated a “Policy for determining material Subsidiary Companies” of the Company. This policy is
available on your Company’s website at https://www.nclfin.com/company-policies.html
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RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year,
were in the ordinary course of business and on an arm’s length pricing basis and do not attract the provisions of Section
188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the
financial year, which were in conflict with the interest of the Company. The requisite details under Form AOC-2 in
Annexure III have been provided elsewhere in this Report. Suitable disclosure as required by the Accounting Standard
(Ind-AS 24) has been made in the notes to the Financial Statements.
All Related Party Transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a
yearly basis for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are
verified by the Risk Assurance Department and a statement giving details of all Related Party Transactions are placed
before the Audit Committee and the Board for review and approval on a quarterly basis.
None of the Directors has any pecuniary relationships or transactions vis-à-vis the Company
The Company has put in place a mechanism for certifying the Related Party Transactions Statements placed before the
Audit Committee and the Board of Directors from an Independent Chartered Accountant Firm.
The Policy on materiality of and dealing with Related Party Transactions as approved by the Board is uploaded on the
website of the Company and is accessible at the website of the Company. None of the Directors has any pecuniary
relationship or transactions vis-à-vis the Company except remuneration and sitting fees.
In accordance with the provisions of the SEBI Listing Regulations, the Company has in place the Policy on dealing with
Related Party Transactions which is available on its website at the link: https://www.nclfin.com/company-policies.html
MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis on the operations of the Company as prescribed under Part B of Schedule V
read with regulation 34(3) of the Listing Regulations, 2015 is provided in a separate section and forms part of the
Directors’ Report.
MATERIAL CHANGES AFFECTING THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company between the end
of the financial year and date of this report. There has been no change in the nature of business of the Company.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual
directors pursuant to the provisions of the Act and SEBI Listing Regulations.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of
criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on
the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange
Board of India on January 5, 2017.
In Compliance with Section 149 (7) read with Schedule IV of the Companies Act, 2013 and Regulations 25(3) of the SEBI
LODR Regulations, 2015, a separate Board Meeting of Independent Directors of the Company was held on March 2, 2023
wherein, the following items in agenda were discussed:
 reviewed the performance of Non-Independent Directors and the Board as a whole.
 reviewed the performance of the Chairperson of the company, taking into account the views of Executive
Directors and Non-Executive Directors;
 Assessed the quality, quantity and timeliness of flow of information between the Company Management and the
Board that is necessary for the Board to effectively and reasonably perform their duties.
 The Board evaluates its composition to ensure that the Board has the appropriate mix of skills, experience,
independence and knowledge to ensure their continued effectiveness. In the table below, the specific areas of
focus or expertise of individual Board members have been highlighted.
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NUMBER OF MEETINGS OF THE BOARD

The details of the Board Meetings and other Committee Meetings held during the financial year 2022-23 are given in the
separate section of Corporate Governance Report.
BOARD COMMITTEES
All Committees of the Board of Directors are constituted in line with the provisions of the Companies Act, 2013 and
applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
MANAGEMENT
There is no change in Management of the Company during the year under review.
DIRECTORS
During FY 2022-23, Mr. Purushottam Khandelwal & Mr. Raj Kumar Chhakra, Independent Directors have resigned from
th
the Board w.e.f. 11 October 2022 in order to explore better opportunities. In their places, Board has appointed Ms.
Sudipta Bhattacharya and Ms. Haimonti Das. The members of the Company have approved the appointment of both the
Directors viz. Mrs. Swagata Dasgupta and Ms. Rajeswari Bangal on dated December 15, 2022 by way of Postal Ballot.
Apart from above, there is no change in the composition of Board of Directors of the Company during the current
financial year.
The details of programme for familiarization of Independent Directors with the Company, nature of the business
segments in which the Company operates and related matters are put up on the website of the Company
Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act,
2013.
INDEPENDENT DIRECTORS & KMPs

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive
years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a
special resolution by the company and disclosure of such appointment in Board’s Report. Further Section 152 of the Act
provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting (‘AGM’) of
the Company.
As per requirements of Regulation 25 of Listing Regulations, a person shall not serve as an independent director in more
than seven listed entities: provided that any person who is serving as a whole time director in any listed entity shall serve
as an independent director in not more than three listed entities. Further, independent directors of the listed entity shall
hold at least one meeting in a year, without the presence of non-independent directors and members of the management
and all the independent directors shall strive to be present at such meeting.
In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are the persons
of high integrity and repute. They fulfil the conditions specified in the Companies Act, 2013 and the Rules made
thereunder and are independent of the management.
The Independent Directors have confirmed that they have complied with the Company’s Code of Business Conduct &
Ethics.
Neither there was a change in the composition of Board during the current financial however changes in the employees
from KMP category are stated herein below-
DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR

Sl. Name Designation Date of Date of
No. Appointment Resignation
4. Mr. Purushottam Khandelwal Independent Director 03-06-2022 11-10-2022
5. Mr. Raj Kumar Chhakra Independent Director 03-06-2022 11-10-2022
6. Ms. Sudipta Bhattacharya Independent Director 11-10-2022 -
7. Ms. Haimonti Das Independent Director 11-10-2022 -
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Matrix setting out the skills/expertise/competence of the Board of Directors

No. Essential Core skills/expertise/competencies Core skills/expertise/competencies of all the
required for the Company Directors on the Board of the Company
1 Strategic and Business Leadership The Directors and especially the Managing Director
have many years of experience.
2 Financial expertise The Board has eminent business leaders with deep
knowledge of finance and business.
3 Governance, Compliance and Regulatory The presence of Directors with qualifications and
expertise in Law and Regulatory affairs lends
strength to the Board.
4 Knowledge and expertise of Trade and Technology The Directors have profound knowledge of economic
Affairs, trade and technology related matters.
DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

The Independent Directors of the Company have confirmed compliance of relevant provisions of Rule 6 of the Companies
(Appointments and Qualifications of Directors) Rules, 2014. The Nomination and Remuneration Committee had adopted
principles for identification of Key Managerial Personnel, Senior Management including the Executive Directors.
Further, all the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements
as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as Independent Directors under
the provisions of the Companies Act, 2013 and the relevant rules. In terms of Regulation 25(8) of Listing Regulations, they
have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated
that could impair or impact their liability to discharge their duties. Based on the declaration received from Independent
Directors, the Board of Directors have confirmed that they meet the criteria of Independence as mentioned under Section
149 of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations and they are independent of the
management.
EVALUATION OF DIRECTORS, BOARD AND COMMITTEES

The Nomination and Remuneration Committee (NRC) of the Company has devised a policy for performance evaluation of
the individual directors, Board and its Committees, which includes criteria for performance evaluation.
Pursuant to the provisions of the Act and the Listing Regulations and based on policy devised by the NRC, the Board has
carried out an annual performance evaluation of its own performance, its committees and individual directors. The Board
performance was evaluated based on inputs received from all the Directors after considering criteria such as Board
composition and structure, effectiveness of Board and information provided to the Board, etc.
The performance of the committees was evaluated by the Board of Directors based on inputs received from all the
committee members after considering criteria such as composition and structure of committees, effectiveness of
committee meetings, etc.
Pursuant to the Listing Regulations, performance evaluation of independent directors was done by the entire board,
excluding the independent director being evaluated.
A separate meeting of the Independent Directors was also held for the evaluation of the performance of non-independent
Directors, performance of the Board as a whole and that of the Chairman of the Board.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status
of the Company and its future operations.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments affecting the financial position of the Company between the end
of Financial Year and date of the report.
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DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors confirms that:
st
1. In the preparation of the annual accounts, for the year ended 31 March 2023, all the applicable accounting standards
prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanation
relating to material departures, if any;
2. the directors had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as
at March 31, 2023 and of the profit of the Company for the year ended on that date;
3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
4. that the Directors had prepared the annual accounts on a going concern basis;
5. that the Directors had laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively; and
6. that 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.
BUSINESS RISK MANAGEMENT

As an NBFC, the Company is exposed to credit, liquidity and interest rate risk. On the other hand, investment in Stock
Market, both in Quoted and Unquoted Shares, have the risk of change in the price and value, both in term of up and
down and thus can affect the profitability of the Company.
Risk management is embedded in your Company’s operating framework. Your Company believes that managing risks
helps in maximizing returns. The Company’s approach to addressing business risks is comprehensive and includes
periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk
management framework is reviewed periodically by the Board and the Audit Committee.
However the Company is not required to constitute Risk Management Committee under Listing Regulations, 2015.
INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the
audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by
management and the relevant board committees, including the audit committee, the Board is of the opinion that the
Company’s internal financial controls were adequate and effective during FY 2023.
NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key
Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles,
philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees
and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the
criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of
Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination
and Remuneration Committee and the Board of Directors while making selection of the candidates. The above policy has
been posted on the website of the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY

In Compliance of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has adopted a Whistle Blower Policy / Vigil Mechanism and has established the
necessary vigil mechanism for Directors, Employees and Stakeholders of the Company to report genuine concerns about
unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. The
Company has disclosed the policy on the website of the Company i.e. www.nclfin.com
INFORMATION TECHNOLOGY
Innovation and Technology are synonymous with the Company. The investment in technology acts as a catalyst and
enables the Company to be innovative.
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AUDITORS
Statutory Auditors
Messrs DBS & Associates, Chartered Accountants, Mumbai (FRN - 018627N) were appointed as Statutory Auditors
of the Company for a period of five consecutive years at the Annual General Meeting (AGM) of the Members held
on December 19, 2020 on a remuneration mutually agreed upon by the Board of Directors and the Statutory
Auditors. Their appointment was subject to ratification by the Members at every subsequent AGM held after the
AGM held on December 19, 2020. Pursuant to the amendments made to Section 139 of the Companies Act, 2013
by the Companies (Amendment) Act, 2017 effective from May 7, 2018, the requirement of seeking ratification of
the Members for the appointment of the Statutory Auditors has been withdrawn from the Statute. Hence the
resolution seeking ratification of the Members for continuance of their appointment at this AGM is not being
sought.
The Report given by M/s. DBS & Associates on the financial statement of the Company for the FY 2022-23 is part of
the Annual Report. The Notes on financial statement referred to in the Auditor’s Report are self-explanatory and
do not call for any further comments.
The Auditor’s Report contains qualification, reservation, adverse remark or disclaimer as provided in table below.
During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act,
therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.
Statutory Auditors’ Remark Management Explanation on Auditors’ Remark
Fair Value Assessment for the Investments held of Rs. The Company has taken Investment in Unlisted Shares
1458.09 Lakh in the shares of unlisted companies as as per last available Audited Balance Sheets of
required under Ind AS 109 Unlisted Companies and hence impact is assumed to
be Nil as per management perception.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Kriti Daga, Company
Secretaries in Practice (C. P. No. 14023) to undertake the Secretarial Audit of the Company. The Report of the
Secretarial Audit Report in the prescribed Form MR-3 is annexed in this Annual Report as Annexure II. The details of
qualification, reservation or adverse remark in the Report issued by Secretarial Auditors are as under-
Secretarial Auditors’ Remark Management Explanation on Auditors’ Remark
The Company being the NBFC Company has not During current financial year, The Company has
registered itself to National E-Governance Services registered itself with National E-Governance Services
Limited (NeSL) and no return has been filed by the Limited (NeSL). Further, the Company is in the process
Company; of filing relevant returns with NeSL.
As per RBI guidelines for the compulsory registration During current financial year, The Company has
of NBFCs with Experian Credit Information Company registered itself with Experian Credit Information
of India Private Limited and CRIF High Mark Credit Company of India Private Limited and CRIF High Mark
Information Services Private Limited. The Company is Credit Information Services Private Limited.
yet to register itself with these agencies
During the year, your Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2, relating to
“Meetings of the Board of Directors” and “General Meetings”, respectively.
In addition to the above and pursuant to SEBI circular dated 8 February 2019; a report on secretarial compliance
(Regulation 24-A of SEBI LODR Regulations, 2015) by Ms. Kriti Daga for the FY2022-23 has been submitted with
stock exchanges. There are no observations, reservations or qualifications in these reports.
Internal Auditors
Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and
strengthened with new/revised standard operating procedures. The Company’s internal control system is
commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted
to M/s A. K. Das & Co., Chartered Accountant Firm, Kolkata (FRN - 325204E). The main thrust of internal audit is to
test and review controls, appraisal of risks and business processes, besides benchmarking controls with best
practices in the industry.
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The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal
control systems and suggests improvements to strengthen the same. The Company has a robust Management
Information System, which is an integral part of the control mechanism.
The Audit Committee of the Board of Directors, Statutory Auditors and the Key Managerial Personnel are
periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing
assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management
are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit
function reports to the Chairman of the Audit Committee.
EXTRACT OF ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company is attached as Annexure IV to this report.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &

REDRESSAL) ACT 2013 READ WITH RULES
Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act 2013 read with Rules thereunder, this is to certify and declare that there was no case of sexual harassment
during the year under review. Neither there was a case pending at the opening of Financial Year, nor has the Company
received any Complaint during the year.
STATUTORY INFORMATION AND OTHER DISCLOSURES

Since the Company is into the business of financing (NBFC activities) and investment activities in Shares and Securities;
the information regarding Conservation of Energy, Technology Absorption, Adoption and Innovation, as defined under
section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is reported to
be NIL.
The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure ‘V’ and forms an integral part of this Report.
A statement comprising the names of top employees in terms of remuneration drawn and every persons employed
throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure ‘VI’ and forms an integral part of this annual
report. The above Annexure is not being sent along with this annual report to the members of the Company in line with
the provisions of Section 136(1) of the Act. Members who are interested in obtaining these particulars may write to the
Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by
Members at the Registered Office of the Company, 21 days before and up to the date of the ensuing Annual General
Meeting during the business hours on working days.
None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees
hold (by himself or along with his spouse and dependent children) more than two percent of the Equity Shares of the
Company.
BUSINESS RESPONSIBILITY REPORT

As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchanges, the disclosure of Report
under of Regulation 34(2) of the Listing Regulations is not applicable to the Company for the year under review.
FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.
RBI DIRECTIONS
Your Company complies with the direction(s), circular(s), notification(s) and guideline(s) issued by the RBI as applicable to
your Company as a systemically important non-deposit taking NBFC.
The Company has in place the system of ensuring compliance with applicable provisions of Foreign Exchange
Management Act, 1999 and rules made thereunder.
PUBLIC DEPOSITS
During the period under review, your Company did not accept / renew any deposits within the meaning of Section 73 of
the Companies Act, 2013 and the rules made there under and as such, no amount of principal or interest was outstanding
26
as on the balance sheet date. Further, The Company did not hold any public deposits at the beginning of the year nor has
it accepted any public deposits during the year under review.
MAINTENANCE OF COST RECORDS

The maintenance of cost records for the services rendered by the Company is not required pursuant to Section 148(1) of
the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014.
STATUTORY AUDITORS AND AUDITORS REPORT

The Notes on Financial Statement referred in the Auditors’ Report are self-explanatory and do not call for any further
comments. The Auditors’ Report does not contain any qualification, reservation, adverse remark or disclaimer for the
Financial Year 2022-23.
REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and the Secretarial Auditors have not reported any instances of
frauds committed in the Company by its officers or employees of Audit Committee under Section 143(12) of the
Companies Act, 2013, details of which needs to be mentioned in this Report.
REPORT ON CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, a separate section on corporate governance practices followed by the Company, together with a certificate from
the Company’s Auditors confirming compliance forms an integral part of this Report.
COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable mandatory Secretarial Standards
issued by the Institute of Company Secretaries of India.
GENERAL
During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to: (a) details
relating to deposits covered under Chapter V of the Act; (b) issue of equity shares with differential rights as to dividend,
voting or otherwise; (c) issue of shares (including sweat equity shares) to employees of the Company under any scheme;
(d) raising of funds through preferential allotment or qualified institutions placement; (e) significant or material order
passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in
future; (f) pendency of any proceeding under the Insolvency and Bankruptcy Code, 2016; and (g) instance of one-time
settlement with any bank or financial institution.
CAUTIONARY STATEMENT
Statements in this Directors’ Report and Management Discussion and Analysis describing the Company’s objectives,
projections, estimates, expectations or predictions may be “forward-looking statements” within the meaning of
applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.
APPRECIATION
Your Directors place on record their sincere appreciation for the assistance and guidance provided by the Reserve Bank of
India, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, government and other regulatory
Authorities, stock exchanges, other statutory bodies, Company’s bankers, Members and employees of the Company for
the assistance, cooperation and encouragement and continued support extended to the Company.
Your Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors,
banks and other business partners for the excellent support received from them during the year. Our employees are
instrumental in helping the Company scale new heights, year after year. Their commitment and contribution is deeply
acknowledged. Your involvement as shareholders is also greatly valued. Your Directors look forward to your continuing
support.
27

S/d-
Registered Office : Goutam Bose
rd
Bhagyodaya Building, 3 Floor, DIN: 02504803
79, N. M. Road, Fort, Mumbai-400 023 Chairman & Managing Director
Management Discussions & Analysis
ANNUAL OVERVIEW AND OUTLOOK

India's economy expanded 5.4 percent year-on-year in the last quarter of 2021, following an upwardly revised 8.5 percent
advance in the previous period and below market expectations of 6 percent. It was a fifth straight quarter of expansion,
driven by the festive season boost to consumer demand, policy support, and rapid fall in coronavirus cases. By sectors,
service activity growth was supported by increases in trade, hotels, transport & communication (6.1%); financial, real
estate & professional services (4.6%); and public administration, defense & other services (16.8%). In addition, output
rose for manufacturing (0.2%); mining & quarrying (8.8%); utilities (3.7%); construction (2.8%) and agriculture (2.6%).
Considering the full 2021/22 fiscal year, the economy expanded 8.2 percent, compared with a 9.2 percent growth
projected in the first advance
The most important and the fastest growing sector of Indian economy are services. Trade, hotels, transport and
communication; financing, insurance, real estate and business services and community, social and personal services
account for more than 60 percent of GDP. Agriculture, forestry and fishing constitute around 12 percent of the output,
but employs more than 50 percent of the labour force. Manufacturing accounts for 15 percent of GDP, construction for
another 8 percent and mining, quarrying, electricity, gas and water supply for the remaining 5 percent.
INDUSTRY OVERVIEW
In 2022-23, amid hope and excitement that the pandemic might soon be behind us as vaccines are distributed, investors
may actually find it tougher to generate the kind of stock market returns we saw last year in the midst of COVID-19.
Strange I know, but as we saw last year, equity returns need not align with what is the current state of the economy.
Instead, stocks this year may resemble their performance in 2010, i.e., year two of the bull market that started in 2009.
After the S&P 500 Index’s stunning 68% return from the March 2020 low to the end of the year, stocks likely need to take
a breather, much as they did in the second quarter of 2010. Importantly, however, overall returns of a second year of a
bull market are historically positive, like in 2010.
Companies that were impacted the most by the effects of the pandemic-induced recession, whose valuations are at lows
relative to their history, i.e. value stocks3—for example, banks, movie theatres and cruise lines—may present a
compelling opportunity particularly in an economy where the consumer is strong. Historically, the best time to own value
stocks has been when the economy is exiting a recession. As a group, these value stocks began their recovery in 2020, but
as we begin 2021, these stocks are still cheaper relative to their historical levels.4 In our current economic recovery, we
see opportunity in value stocks, focusing on those companies with strong balance sheets.
We should therefore brace ourselves for a lot more stock market volatility in 2021. This will likely shake out the reluctant
bulls, those who only recently put their cash to work in equities, at the exact wrong time. Based on history, investors
should hold tight and keep eyes on the longer term. The second year of a new bull market historically performs quite well
overall, though it tends to be more gut-wrenching along the way.
OPPORTUNITIES & THREATS

Opportunities
As investor and consumer preferences shift to more acutely focus on environmental and social issues, businesses may
need to realign their priorities in response. Capital and Money markets firms will have an immense opportunity to assist
the businesses affected by these changing preferences.
Social and sustainable financing instruments, including green bonds and loans, consist of a variety of fixed-income or loan
instruments whereby the proceeds are used exclusively to finance projects with social and/or environmentally sustainable
benefits. This in turn leads to more projects promoting a positive social impact or environmentally sustainable outcomes.
28
As the markets continue to see consumer behaviors and preferences affect asset values (remember GameStop?), social
and sustainable financing options offer banking and capital market participants a unique opportunity to help finance a
more responsible future while driving growth.
Threats
The continuing global challenges and potential existential threat posed by the ongoing COVID-19 pandemic. Political
divisiveness and polarization, Social and economic unrest, Gridlock, Artificial intelligence (AI), automation and other
rapidly developing digital technologies, Rapid shift to virtual, remote work environments, Changes in the geopolitical
landscape, Shifting customer preferences and demographics, Fragile supply chains, Wildfires and hurricanes, Volatile
unemployment levels and record low interest rates, Escalating competition for specialized talent. Immigration
challenges, Cyber breaches on a massive scale, Terrorism, Big data analytics, Future of work etc. are notable threats to
the very industry including Finance & Investment industries.
These and a host of other notable risk drivers are all contributing to significant levels of uncertainties, making it extremely
difficult to anticipate what risks may lie just over the horizon. Unanticipated events are unfolding at record pace, leading
to massive challenges to identify the best next steps for organizations of all types and sizes, regardless of where they
reside in the world. No one is immune to the significant levels of uncertainty, and C-suites and boards need to be vigilant
in scanning the horizon for emerging issues. Because no one can possibly anticipate everything that lies in the future,
organizations must focus on building trust-based, resilient cultures, led by authentic leaders that can pivot at the speed of
change.
RISKS AND CONCERNS

NCL Research & Financial Services Limited (NCL) has exposures in various line of business. NCL are exposed to specific
risks that are particular to their respective businesses and the environments within which they operate, including market
risk, competition risk, credit risk, liquidity and interest rate risk, human resource risk, operational risk, information
security risks, regulatory risk and macro-economic risks. The level and degree of each risk varies depending upon the
nature of activity undertaken by them.
MARKET RISK
The Company has quoted investments which are exposed to fluctuations in stock prices. NCL continuously monitors
market exposure in equity and, in appropriate cases, also uses various derivative instruments as a hedging mechanism to
limit volatility.
LIQUIDITY AND INTEREST RATE RISK

The Company is exposed to liquidity risk principally, because of lending and investment for periods which may differ from
those of its funding sources. Management team actively manages asset liability positions in accordance with the overall
guidelines laid down by various regulators. The Company may be impacted by volatility in interest rates in India which
could cause its margins to decline and profitability to shrink. The success of the Company’s business depends significantly
on interest income from its operations. It is exposed to interest rate risk, both as a result of lending at fixed interest rates
and for reset periods which may differ from those of its funding sources. Interest rates are highly sensitive to many factors
beyond the Company’s control, including the monetary policies of the RBI, deregulation of the financial sector in India,
domestic and international economic and political conditions and, inflation. As a result, interest rates in India have
historically experienced a relatively high degree of volatility.
The Company seeks to match its interest rate positions of assets and liabilities to minimize interest rate risk. However,
there can be no assurance that significant interest rate movements will not have an adverse effect on its financial
position.
HUMAN RESOURCE DEVELOPMENT

The Company recognizes that its success is deeply embedded in the success of its human capital. During 2022-2023, the
Company continued to strengthen its HR processes in line with its objective of creating an inspired workforce. The
employee engagement initiatives included placing greater emphasis on learning and development, launching leadership
development programme, introducing internal communication, providing opportunities to staff to seek inspirational roles
through internal job postings, streamlining the Performance Management System, making the compensation structure
more competitive and streamlining the performance-link rewards and incentives.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provision of the Companies Act, 2013 relating to CSR Initiatives are not applicable to the Company.
29
COMPLIANCE
The Compliance function of the Company is responsible for independently ensuring that operating and business units
comply with regulatory and internal guidelines. The Compliance Department of the Company continues to play a pivotal
role in ensuring implementation of compliance functions in accordance with the directives issued by regulators, the
Company’s Board of Directors and the Company’s Compliance Policy. The Audit Committee of the Board reviews the
performance of the Compliance Department and the status of compliance with regulatory/internal guidelines on a
periodic basis.
The Company has complied with all requirements of regulatory authorities except delay in complying with the provisions
of SEBI LODR Regulations, 2015. No penalties/strictures were imposed on the Company SEBI or any other statutory
authority on any matter related to capital market during the last three years.

S/d-
rd
Annexure – I
DETAILS OF RELATED PARTY TRANSACTIONS

A. (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts)
Rules, 2014)
All related party transactions entered during the year were in ordinary course of business and on arm's length
basis and the same have been disclosed under Note 30 of the Notes to Financial Statements.
No material related party transactions arising from contracts/ arrangements with related parties referred to in the
Section 188(1) of the Companies Act, 2013 were entered during the year by the Company. The disclosure of
related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 in
Annexure III have been provided elsewhere in this Report.
B. Disclosures pursuant to Regulation 34(3) & 53(f) and Para A of Schedule V of SEBI (LODR) Regulations, 2015
Sl. In the Account Disclosures of amount at the year end and the maximum
No. of amount of loans/advances/Investments outstanding during Amount
the year.
1. Holding o Loans and advances in the nature of loans to subsidiaries by Nil
Company name and amount
o Loans and advances in the nature of loans to associates by Nil
name and amount
o Loans and advances in the nature of loans to Nil
Firms/Companies in which directors are interested by name
and amount
2. Subsidiary o Loans and advances in the nature of loans to subsidiaries by Nil
name and amount
o Loans and advances in the nature of loans to associates by Nil
name and amount
o Loans and advances in the nature of loans to Nil
Firms/Companies in which directors are interested by name
and amount
3. Holding o Investment by the loanee in the shares of parent Company Nil
Company and subsidiary Company has made a loan or advance in the
nature of loan.
30

S/d-
rd
Annexure II
Secretarial Audit report of NCL Research & Financial Services Limited

st
For the year ended 31 March 2023
FORM MR-3
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014]
The Members,
NCL Research & Financial Services Limited, Mumbai
We have conducted the secretarial audit of the compliance of applicable statutory provisions and adherence to good
corporate practices by NCL Research & Financial Services Limited. (hereinafter called as 'the Company'). The secretarial
audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory
compliances and expressing my opinion thereon.
Based on my verification of the 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 authorised representatives during
the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the
st
financial year ended on 31 March 2023, complied with the applicable 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 further report that maintenance of proper and updated Books, Papers, Minutes Books, filing of Forms and Returns
with applicable regulatory authorities and maintaining other records is responsibility of management and of the
Company. Our responsibility is to verify the content of the documents produced before us, make objective evaluation of
the content in respect of compliance and report thereon. We have examined on test basis, the books, papers, minutes
books, forms and returns filed and other records maintained by the Company and produced before us for the financial
st
year ended 31 March, 2023 according to the provisions of:
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;
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
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;
v. The following regulations and guidelines prescribed under the Securities and Exchange Board of India Act, 1992
(‘SEBI Act’) to the extent 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, as amended;
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2009 and The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018;
d) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulation,
2021; (not applicable to the Company during audit period)
e) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
31
g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)
(Amendment) Regulations, 2006 regarding the Companies Act and dealing with client;
h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;
i) The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998 and The Securities
and Exchange Board of India (Buy-back of Securities) Regulations, 2018; and
j) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended.
k) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;
vi. Rules, regulations and guidelines issued by the Reserve Bank of India as per Reserve Bank of India Act, 1934 and
its circulars, Master circulars, directions and notifications; to the extent as applicable to Non-Deposit taking Non-
Banking Financial Companies.
vii. Non-Banking Financial Company-Systemically important non-deposit taking company (Reserve Bank) Directions,
2016.
viii. Prevention of Money Laundering Act, 2002 and its circulars, notifications.
ix. Anti-Money Laundering Regulation issued by RBI and various circulars and Guidelines thereunder.
x. Employee Laws –
 The Payment of Gratuity Act, 1972 and Payment of Gratuity (Central) Rules, 1972
 The Payment of Bonus Act, 1965 and Payment of Bonus Rules, 1975
 The Employees State Insurance Act, 1948
 The Employees’ Provident Fund and Miscellaneous Provisions Act, 1952 & the scheme provided thereunder
xi. Acts as prescribed under Shop and Establishment Act of State and various local authorities.
xii. The Negotiable Instrument Act, 1881
xiii. The Indian Stamp Act, 1899 and the State Stamp Acts
xiv. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
We have also examined compliance with the applicable clauses of the following:-
i. Secretarial Standards pursuant to section 118(10) of the Act, issued by the Institute of Company
Secretaries of India.
ii. Listing Agreements entered into by the Company with BSE Ltd. as per SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
We have verified systems and mechanism which is in place and followed by the Company to ensure Compliance of these
specifically applicable Laws as mentioned above, to the extent of its’ applicability to the Company and we have also relied
on the representation made by the Company and its Officers in respect of systems and mechanism formed / followed by
the Company for compliances of other applicable Acts, Laws and Regulations and found the satisfactory operation of the
same.
During the period under review the Company has complied with the provisions of the Act, rules, regulations, directions,
guidelines, standards, etc. mentioned above, except the following –
1. The Company being the NBFC Company has not registered itself to National E-Governance Services Limited (NeSL)
and no return has been filed by the Company;
2. As per RBI guidelines for the compulsory registration of NBFCs with Experian Credit Information Company of India
Private Limited and CRIF High Mark Credit Information Services Private Limited. The Company is yet to register itself
with these agencies.
We further report that the Board of Directors of the Company is duly constituted with proper balance of executive
directors, non-executive directors and independent directors including one woman director.
Following appointments of Key Managerial Personnel were filled during the period under review on MCA portal:
th
 Ms. Sudipta Bhattacharya (DIN: 09708283) was appointed as an Additional Director on 11 October, 2022 and
further regularized as an Independent Director by way of Companies (Postal Ballot) Regulations, 2018 results of
th
which was declared on 15 December 2022.
32
th
 Ms. Haimonti Das (DIN: 09705524) was appointed as an Additional Director on 11 October, 2022 and further
regularized as an Independent Director by way of Companies (Postal Ballot) Regulations, 2018 results of which
th
was declared on 15 December 2022.
rd
 Mr. Raj Kumar Chhakra (DIN: 00465157) was appointed as an Additional Director on 3 June, 2022. Further, he
th
has resigned from the Board w.e.f. 11 October 2022.
rd
 Mr. Purushottam Khandelwal (DIN: 00319202) was appointed as an Additional Director on 3 June, 2022.
th
Further, he has resigned from the Board w.e.f. 11 October 2022.
We further report that, the compliance by the Company of applicable financial laws such as direct and indirect tax laws
and maintenance of financial records and books of accounts have not been reviewed in this audit since the same have
been subject to review by the statutory financial auditors, tax auditors, and other designated professionals.
We also report that adequate notices have been given to all directors to schedule the Board meetings, agenda and
detailed notes on agenda were sent at least seven days 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 by
the directors. The decisions were carried unanimously.
Based on the representation made by the Company and its Officers, we herewith report that majority decisions are
carried through and proper system is in place which facilitates / ensure to capture and record, the dissenting member’s
views, if any, as part of the minutes.
Based on the representation made by the Company and its Officers explaining us in respect of internal systems and
mechanism established by the Company which ensures compliances of Acts, Laws and Regulations applicable to the
Company, we 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 during the audit period under review, there were no specific event / action that can have a major
bearing on the Company’s affairs.
Note: 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.
S/d-
KRITI DAGA
Practicing Company Secretaries
ACS No.: 26425, C. P. No. 14023
PRB: 2380/2022
Place: Kolkata
Date: April 29, 2023
UDIN: A026425E000228682
33
ANNEXURE - A
To
The Members,
Mumbai
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. 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.
S/d-
KRITI DAGA
ACS No.: 26425, C. P. No. 14023
PRB: 2380/2022
Place: Kolkata
Date: April 29, 2023
UDIN: A026425E000228682
34
Annexure - III
Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties
referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions
under third proviso thereto
1. Details of contracts or arrangements or transactions not at arm’s length basis:

NONE; DURING THE REPORTING PERIOD, ALL TRANSACTIONS WERE AT ARM’S LENGTH BASIS.
a) Name(s) of the related party and nature of relationship : N.A.
b) Nature of contracts/arrangements/transactions : N.A.
c) Duration of the contracts / arrangements/transactions : N.A.
d) Salient terms of the contracts or arrangements or transactions including the value, if any : N.A.
e) Justification for entering into such contracts or arrangements or transactions : N.A.
f) Date(s) of approval by the Board : N.A.
g) Amount paid as advances, if any : N.A.
h) Date on which the Special Resolution was passed in General Meeting as required under first : N.A.
proviso to Section 188
2. Details of material contracts or arrangement or transactions at arm’s length basis:

NONE; DURING THE REPORTING PERIOD, THERE WAS NO MATERIAL* CONTRACT OR ARRANGEMENT.
(*As defined under SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 and adopted by the
Board of Directors in the Related Party Transactions Policy of the Company, “Material Related Party Transaction”
means a transaction with a related party if the transaction / transactions to be entered into individually or taken
together with previous transactions during a Financial Year, exceeds 10% of the annual consolidated turnover of
the Company as per the last audited financial statements of the company.)
a) Name(s) of the related party and nature of relationship : N.A.
b) Nature of contracts/arrangements/transactions : N.A.
c) Duration of the contracts / arrangements/transactions : N.A.
d) Salient terms of the contracts or arrangements or transactions including the value, if any : N.A.
e) Date(s) of approval by the Board : N.A.
f) Amount paid as advances, if any : N.A.

S/d-
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35
Annexure - IV
EXTRACT OF ANNUAL RETURN

As on the financial year ended 31.03.2023
[Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the
Companies (Management and Administration) Rules, 2014]
FORM NO. MGT - 9
I. Registration & Other Details
CIN L65921MH1985PLC284739
Registration Date 04/02/1985
Name of the Company NCL Research & Financial Services Limited
Category / Sub-Category of the Company Category : Company having Share Capital
Sub-Category : Indian Non-Government Company
rd
Address of the Registered Office and contact details Bhagyodaya Building, 3 Floor, 79, N. M. Road, Fort,
Mumbai-400 023, Tel : +91 22 2270 3249
Whether listed company Listed Company
Name, address and contact details of Purva Sharegistry (India) Pvt. Ltd.
Registrar and Transfer Agent, if any No. 9, Shiv Shakti Ind. Estate, Gr. Floor, J. R. Boricha Marg,
Lower Parel, Mumbai-400 011, Tel: +91 22 2301 8261 / 0771
II. Principal Business Activities of the Company

All the Business Activities contributing 10% or more of the total turnover of the Company shall be stated:
Name and Description of main Businesses NIC Code of % of Gross Turnover of the
Business Company
Finance (NBFC) & Trading / Investment in Shares & Securities 66110 100.00%
III. Details of Subsidiary / Associate / Holding Companies

Name & Address of CIN / GLN Holding / Subsidiary / % of Shares Held Applicable Section
Company Associate
Not Any Not Applicable Not Applicable Not Applicable Not Applicable
IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as % of Total Equity)

Category wise Shareholding
No. of Shares held at the beginning of the year No. of Shares held at the end of the year %
% of Change
Category of Shareholders % of Total
Demat Physical Total Total Demat Physical Total during
Shares
Shares the year
A. Promoters
(1) Indian
a) Individual / HUF 16250000 - 16250000 2.79 - - - - 2.79
b) Central Govt. (s) - - - - - - - -
c) State Govt. (s) - - - - - - - -
d) Bodies Corporate - - - - - - - - -
e) Banks / FIs - - - - - - - -
f) Any Other ….. - - - - - - - -
Sub Total A(1) 16250000 - 16250000 2.79 - - - - 2.79
(2) Foreign
a) NRIs - Individuals - - - - - - - -
b) Other – Individuals - - - - - - - -
c) Bodies Corporate - - - - - - - -
d) Banks / FIs - - - - - - - -
Sub Total A(2)
Total Shareholding of
Promoters (A1) + (A2) 16250000 - 16250000 2.79 - - - - 2.79
B. Public Shareholding
(1) Institutions - - - - - - - -
a) Mutual Funds / UTI - - - - - - - -
b) Banks / FI - - - - - - - -
c) Central Govt. (s) - - - - - - - -
d) State Govt. (s) - - - - - - - -
e) Venture Capital Funds - - - - - - - -
f) Insurance Companies - - - - - - - -
g) FIIs - - - - - - - -
h) Foreign VC Funds - - - - - - - -
36
i) Financial Inst./Bank - - - - - - - -
k) Enforcement Directorate 4000 - 4000 0.00 4000 - 4000 0.00 -
Sub Total B(1) 4000 - 4000 0.00 4000 - 4000 0.00 -
(2) Non-Institutions
a) Bodies Corporate
i. Indians 77607406 200000 77807406 13.38 70375274 200000 70575274 6.59 6.79
ii. Overseas - - - - - - - -
b) Individuals
i. Individual Shareholders
holding nominal share
capital up to ₹ 2.00 lakh 389195000 331600 389526600 66.96 742121563 331600 742253163 69.35 2.39
ii. Individual Shareholders
holding nominal share
capital in excess of ₹ 2.00
lakh 82283898 5420000 87703898 15.08 234989734 5420000 240409734 22.46 7.38
c) Others (Specify)
i. NRI 1945857 - 1945857 0.33 5302753 - 5302753 0.50 0.17
ii. HUF 5786120 - 5786120 0.99 9733316 - 9733316 0.91 0.08
iii. LLP 381000 - 381000 0.07 255500 - 255500 0.02 0.05
iv. Clearing Members 2295119 - 2295119 0.39 1794260 - 1794260 0.17 0.22
Sub Total B(2) 559494400 5951600 565446000 97.21 1064576400 5951600 1070328000 100.00 -
Total Public Shareholding B
= B(1) + B(2) 559498400 5951600 565450000 97.21 1064576400 5951600 1070328000 100.00 -
C. Shares held by - - - - - - - -
Custodian for GDRs &
ADRs
Grand Total (A+B+C) 575748400 5951600 581700000 100.00 1064576400 5951600 1070328000 100.00 -
ii) Shareholding of Promoters

Shareholding during and at the end of the
Shareholding at the beginning of the year
year % change in
% of total % of Shares % of total % of Shares shareholding
Shareholders Name
No. of shares Pledged / No. of shares Pledged / during the
Shares of the encumbered Shares of the encumbered year
Company to total shares Company to total shares
Vijay Jaideo Poddar 16250000 2.79 Nil - - - 2.79%
iii) Change in Promoters’ Shareholding (Please specify, if there is no change)

Particulars Shareholding at the Cumulative Shareholding Date of Reason for Changes
beginning of the year during the year Changes
No. of % of total No. of % of total
Shares shares of the Shares shares of the
Company Company
At the beginning of the Reclassified as “Public” vides
16250000 2.79 Dec 2, BSE Approval Letter No.
year
2022 LIST/COMP/YG/432/2022-23
At the end of the Year - - nd
dated 2 December 2022
iv) Shareholding of Top Ten Shareholders (Other than Directors, Promoters and Holders of GDRs & ADRs)
Cumulative Shareholding
Shareholding at the
during and at the end of the
beginning of the year
Date wise increase/ year
For Each of the Top 10 Shareholders
% of total decrease in Shareholding % of total
No. of No. of
shares of the shares of the
Shares Shares
Company Company
Katyani Commodities Private Limited 14926300 2.57 No Change 14926300 1.39
Helot Properties Private Limited 11127800 1.91 No Change 11127800 1.04
Fair Deal Equiresearch And Realtors Pvt. Ltd. 2500000 1.72 No Change 10000000 0.93
Nagaraju Kalimishetty - - Refer Note 1 below 4944214 0.46
Jayanta Bose 24113160 4.15 Refer Note 1 below 4850000 0.45
Vishnudham Marketing Private Limited 4588400 0.79 No Change 4588400 0.43
Ravinder Kumar Gupta - - Refer Note 1 below 4200000 0.39
Blue Horizon Commosales Private Limited 4057400 0.70 No Change 4057400 0.38
Antaryami Traders Private Limited 3582000 0.62 Refer Note 1 below 3582000 0.33
Micheal Irrudaya Dass Arun - - Refer Note 1 below 3150000 0.29
Note 1: The Equity Shares of the Company are frequently traded on BSE and the Company does not procure Beneficiary
Positions (BENPOS) on daily basis from Depositories. Due to this, the Company is unable to provide details of date wise
change in Shareholding of top 10 shareholders during the current financial year.
37
v) Shareholding of Directors and Key Managerial Personnel

Shareholding at the Cumulative Shareholding during and
beginning of the year at the end of the year
For Each of Directors & KMP
No. of Shares % of total shares of No. of Shares % of total shares of
the Company the Company
Not Any - - - -
Date wise Increase/Decrease in shareholding during the year specifying the reasons for
Not Applicable
increase/decrease
V. INDEBTEDNESS
In Indebtedness of the Company including interest outstanding/accrued but not due for payment
Secured Loans Unsecured Total
Deposits
Excluding deposits Loans Indebtedness
Indebtedness at the beginning of the financial year
i. Principal Amount Nil 100.00 Nil 100.00
ii. Interest due but not Paid Nil Nil Nil Nil
iii. Interest Accrued but not due Nil Nil Nil Nil
Change in Indebtedness during the financial year
 Addition Nil Nil Nil
 Reduction Nil 100.00 Nil 100.00
Indebtedness at the end of the financial year
i. Principal Amount Nil Nil Nil Nil
ii. Interest due but not Paid Nil Nil Nil Nil
iii. Interest Accrued but not due Nil Nil Nil Nil
Total (i+ii+iii) Nil Nil Nil Nil
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and / or Manager:
Sr. No. Particulars of Remuneration Goutam Bose (MD)
1. Gross Salary
a) Salary 6.76
b) Value of Perquisites Nil
c) Profits in lieu of Salary Nil
2. Stock Options Nil
3. Sweat Equity Nil
5. Commission Nil
6. Other Allowance (Please specify) Nil
Total ….. 6.76
B. Remuneration to other Directors:
Sr. No. Particulars of Haimonti Das Sudipta Purushottam Raj Kumar Amita Bose Swagata Rajeswari
Bhattacharya Khandelwal Chhakra Dasgupta Bangal
Remuneration
1. Gross Salary
a) Salary Nil Nil Nil Nil Nil Nil Nil
b) Value of Nil Nil Nil Nil Nil Nil Nil
Perquisites Nil Nil Nil Nil Nil Nil Nil
c) Profits in lieu
of Salary
2. Stock Options Nil Nil Nil Nil Nil Nil Nil
3. Sweat Equity Nil Nil Nil Nil Nil Nil Nil
5. Commission Nil Nil Nil Nil Nil Nil Nil
6. Other Allowance Nil Nil Nil Nil Nil Nil Nil
(Please specify)
Total ….. Nil Nil Nil Nil Nil Nil Nil
C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD
Sr. No. Particulars of Remuneration Pravin P. Talwatkar Priya Mittal
CFO Company Secretary
1. Gross Salary
a) Salary 4.42 2.40
b) Value of Perquisites Nil Nil
38
c) Profits in lieu of Salary Nil Nil

2. Stock Options Nil Nil
3. Sweat Equity Nil Nil
5. Commission Nil Nil
6. Other Allowance (Please specify) Nil Nil
Total ….. 4.42 2.40
VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

Type Section of the Brief Details of Penalty / Authority Appeal made, if
Companies Description Punishment / Compounding [RD / NCLT / any (give details)
Act fees imposed COURT]
A. Company
Penalty
Punishment No Instance
Compounding
B. Directors
Penalty
Compounding
C. Other Officers in Default
Penalty
Compounding
39
Annexure –V
Disclosure as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
1. Ratio of the remuneration of each Director and Key Managerial Personnel (KMP) to the median remuneration of the
employees of the Company and percentage increase in remuneration of the Directors and KMPs in the Financial Year is
as under:
Ratio of Remuneration
Increase in
of each Director & KMP
Remuneration
Sl. Name of Director / KMP Designation to Median
during the year
No. Remuneration of
(%)
Employees
1. Goutam Bose Managing Director & CEO 7.23% 2.81:1
2. L. N. Sharma Independent Director - -
3. Puspa Devi Saraswat Independent Director - -
4. Amita Bose Independent Director - -
5. Swagata Dasgupta Independent Director - -
6. Rajeswari Bangal Independent Director - -
7. Haimonti Das Independent Director - -
8. Sudipta Bhattacharya Independent Director - -
9. Pravin P. Talwatkar CFO - 1.84:1
10. Priya Mittal Company Secretary - 1.00:1
st
2. No. of permanent employees on the rolls of the Company as on 31 March 2023 – 10 (Ten)
3. During the Financial Year 2022-23, there is 31.47% increase in the median remuneration of employees;
4. There was 6.31% increase in the salaries of managerial personnel in the financial year 2022-23.
5. It is hereby affirmed that the remuneration paid is as per the Nomination & Remuneration Policy of the Company.
6. Sitting fees is not forming part of remuneration in aforesaid calculation.
40
Annexure to Directors’ Report
CORPORATE GOVERNANCE
The Directors present the Company’s Report on Corporate Governance for the year ended March 31, 2023, in terms of
Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (The
“Listing Regulations”).
Corporate Governance is modus operandi of governing a corporate entity which includes a set of systems, procedures and
practices which ensure that the Company is managed in the best interest of all corporate stakeholders i.e. shareholders,
employees, suppliers, customers and society in general. Fundamentals of Corporate Governance include transparency,
accountability, reporting and independence. For accomplishment of the objectives of ensuring fair Corporate Governance,
the Government of India has put in place a framework based on the stipulations contained under the Companies Act, SEBI
Regulations, Accounting Standards, Secretarial Standards, etc. Corporate Governance has become a buzzword in the
corporate world. Globalizations, widespread of shareholders, changing ownership structure, greater expectations, etc. have
made a good Corporate Governance sin-quo-nun of modern management.
COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

The Company’s governance philosophy is based on trusteeship, transparency and accountability. As a corporate citizen, our
business fosters a culture of ethical behavior and disclosures aimed at building trust of our stakeholders. The Company’s
Code of Business Conduct and Ethics, Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades by
Insiders and the Charter–Business for Peace are an extension of our values and reflect our commitment to ethical business
practices, integrity and regulatory compliances.
The Company’s governance framework is based on the following principles:
 Appropriate composition and size of the Board, with each member bringing in expertise in their respective domains;
 Timely disclosure of material operational and financial information to the stakeholders;
 Availability of Information to the members of the Board and Board Committees to enable them to discharge their
fiduciary duties;
 Systems and processes in place for internal control; and
 Proper business conduct by the Board, Senior Management and Employees.
GOVERNANCE STRUCTURE
The Corporate Governance Structure at NCL Research & Financial Services Limited (NCL) is as under:-
1. Board of Directors: The Board is entrusted with the ultimate responsibility of the management, directions and
performance of the Company. As its primary role is fiduciary in nature, the Board provides leadership, strategic
guidance, objective and independent view to the Company’s management while discharging its responsibilities,
thus ensuring that the management adheres to ethics, transparency and disclosure.
2. Committees of the Board: The Board has constituted the following committees viz. Audit Committee, Nomination
& Remuneration Committee and Stakeholders’ Relationship Committee. Each of said Committee has been
managed to operate within a given framework.
BOARD OF DIRECTORS
Size & Composition of Directors
The Board has four members with an executive Chairman. The Independent Directors on the Board are competent and
highly respected professionals from their respective fields and have vast experience in general corporate management,
finance, banking and other allied fields which enable them to contribute effectively to the Company in their capacity as
members of the Board. The day to day management of the Company is conducted by Managing Director subject to
supervisions and control of the Board.
The composition and category of the Board of Directors as at March 31, 2023, the number of other Directorships/Committee
memberships held by them and also the attendance of the Directors at the Board meetings of the Company are as under:
Date of Joining / Committee Committee No. of

Name Designation DIN
Re- Membership Chairman- Directorship in
41
appointment in all Listed ship in all all Listed Cos.

Cos. Listed Cos.
Managing
Goutam Bose* 02504803 25th July 2009 2 Nil 1
Director
Swagata Independent
08212560 12th Feb 2022 1 Nil 2
Dasgupta Director
Rajeswari Independent
09440356 12th Feb 2022 2 2 4
Bangal Director
Independent
Amita Bose 08282967 26th Nov 2018 3 2 2
Director
Sudipta Independent
09708283 11th Oct 2022 Nil Nil 1
Bhattacharya Director
Independent
Haimonti Das 09705524 11th Oct 2022 Nil Nil 1
Director
*Chairman of the Board
Notes:
a. None of the directors hold directorships in more than twenty companies of which directorship in public companies
does not exceed ten in line with the provisions of Section 165 of the Act.
b. None of the directors hold membership of more than ten committees of board, nor, is a chairman of more than five
committees across board of all listed entities.
c. No director holds directorship in more than seven listed entities.
d. None of the independent director holds the position of the independent director in more than seven listed companies
as required under the Listing Regulations.
e. None of the director has been appointed as an Alternate Director for Independent Director.
f. The information provided above pertains to the following committees in accordance with the provisions of
Regulation 26(1) (b) of the Listing Regulations: (i) Audit Committee; and (ii) Stakeholders Relationship Committee.
g. The committee membership and chairmanship above excludes membership and chairmanship in private companies,
foreign companies and Section 8 companies.
h. None of Directors are related with each other.
The Chairman and Managing Director

His primary role is to provide leadership to the Board in achieving goals of the Company. He is responsible for transforming
the Company into a successful organization. He is responsible, inter-alia, for the working of the Board and for ensuring that
all relevant issues are placed before the Board and that all Directors are encouraged to provide their expert guidance on the
relevant issues raised in the meetings of the Board. He is also responsible for formulating the corporate strategy along with
other members of the Board of Directors. His role, inter alia, includes:
 Provide leadership to the Board and preside over all Board and General Meetings.
 Achieve goals in accordance with Company’s overall vision.
 Ensure that Board decisions are aligned with Company`s strategic policy.
 Ensure to place all relevant matters before the Board and encourage healthy participation by all Directors to enable
them to provide their expert guidance.
 Monitor the core management team.
Non-Executive Directors (including Independent Directors) play a critical role in balancing the functioning of the Board by
providing independent judgments on various issues raised in the Board Meetings like formulation of business strategies,
monitoring of performances, etc. Their role, inter- alia, includes:
 Impart balance to the Board by providing independent judgment.
 Provide feedback on Company’s strategy and performance.
 Provide effective feedback and recommendations for further improvements.
Disclosure of relationships between Directors inter-se

None of Directors are related with each other.
42
Number of Shares and Convertible Instruments held by Non-Executive Directors

None of the Non-Executive Directors holds any shareholding in the Company.
Role of the Company Secretary in Governance Process

The Company Secretary plays a key role in ensuring that the Board procedures are followed and regularly reviewed. The
Company Secretary ensures that all relevant information, details and documents are made available to the Directors and
senior management for effective decision making at the meetings. The Company Secretary is primarily responsible, to
assist the Board in the conduct of affairs of the Company, to ensure compliance with applicable statutory requirements and
Secretarial Standards, to provide guidance to Directors and to facilitate convening of meetings. He interfaces between the
management and regulatory authorities for governance matters. All the Directors of the Company have access to the advice
and services of the Company Secretary.
Board Independence
The Non-Executive Independent Directors fulfill the conditions of independence as specified in Section 149 of Companies
Act, 2013 and Rules made there under and to meet with requirements of Regulation 16(b) of Listing Regulations. Further,
none of the Independent Director is serving more than seven listed companies. In case he/she is serving as a Whole-Time
Director in any listed company, does not hold the position of Independent Director in more than three listed companies. A
formal letter of appointment to Independent Director as provided in Companies Act, 2013 and the Listing Regulations has
been issued and draft of the same has been disclosed on website of the Company.
Board Meetings
The Board meets at regular intervals to discuss and decide on business strategies/policies and review the financial
performance of the Company and its subsidiaries. The Board Meetings are pre-scheduled and a tentative annual calendar of
the Board is circulated to the Directors well in advance to facilitate the Directors to plan their schedules. In case of business
exigencies, the Board’s calls the meeting as pre requirements of prevailing Act.
The notice and detailed agenda along with the relevant notes and other material information are sent in advance separately
to each Director and in exceptional cases tabled at the Meeting with the approval of the Board. This ensures timely and
informed decisions by the Board. The Board reviews the performance of the Company.
Roles, Responsibilities and Duties of the Board

The role of the Board is to provide leadership to the Company and to deliver shareholder value over the long term. The
Board sets the Company’s strategic objectives, making sure they align with its values and standards and the desired
business culture. The Board of Directors have the responsibility of ensuring effective management, implementation of the
business strategy, monitor the performance of the Company, its compliance efficacy and the effectiveness of the
Company’s corporate governance practices. The Managing Director & CEO reports to the Board of Directors and is in charge
of running the Company’s operations, executing the business strategy in consultation with the Board and achieving annual
and long-term business goals.
Compliance
Our compliance philosophy upholds integrity, fair dealing, accountability, objectivity, independence, good governance,
transparency and collaboration. We acknowledge the importance of compliance with regard to our legal, regulatory and
ethical obligations and the fact that these affect our operations and accountability to all stakeholders. Our Compliance
function adopts a risk-based approach that considers the nature, scale and complexity of business while enforcing good
governance, efficiency and effectiveness.
Information placed before the Board

The Company provides the information as set out in Regulation 17 read with Part “A” of Schedule II of Listing Regulations to
the Board and the Board Committees to the extent it is applicable and relevant. Such information is submitted either as part
of the agenda papers in advance of the respective meetings or by way of presentations and discussions during the meeting.
Minutes of the Meeting

The draft Minutes of the proceedings of the Meetings are circulated amongst the Members of the Board / Committees.
Comments and suggestions, if any, received from the Directors are incorporated in the Minutes, in consultation with the
Chairman. The Minutes are confirmed by the Members and signed by the Chairman of such meeting at any time before the
next meeting is held or by the Chairman of the next Board / Committee Meetings. All Minutes of the Committee Meetings
are placed before the Board Meeting for perusal and noting.
43
Post Meeting Mechanism

The important decisions taken at the Board/Committee meetings are communicated to the concerned department/s and/or
division.
Board Support
The Company Secretary attends the Board meetings and advises the Board on Compliances with applicable laws and
governance.
Board Diversity Policy

The Company has a Board approved policy on Board diversity. The objective of the policy is to ensure that the Board
comprises of adequate number of members with diverse experience and skills, such that it best serves the governance and
strategic needs of the Company. The Board composition, as at present, broadly meets with the above objective.
Familiarization Programme for Independent Directors

At the time of appointing Director, a formal letter of appointment is given to him/her, which inter alia explains the role,
function, duties and responsibilities expected of him/her as a Director of the Company. The Director is also explained in
detail the Compliance required from him/her under the Companies Act, 2013, requirements of Listing Regulations, 2015 and
other relevant regulations and affirmation taken with respect to the same. The Chairman & Managing Director also has one
to one discussion with the newly appointed Director to familiarize him/her with the Company’s operations. Further, the
Company has put in place a system to familiarize the Independent Directors about the Company, its services, business and
the on-going events relating to the Company.
Further, at the time of appointment of Independent Director, the Company issues a formal letter of appointment outlining
his/her role, function, duties and responsibilities as a Director. The format of the letter of appointment is available on
Company website.
In terms of the SEBI Listing Regulations, your Company conducts the Familiarisation Program for Independent Directors
about their roles, rights and responsibilities in your Company, nature of the industry in which your Company operates,
business model of your Company etc., through various initiatives. Web-link of familiarization Programme for Independent
Directors is http://www.nclfin.com/company-policies.html
Details of Board Meetings

nd th rd rd th th th
The Board of Directors met 8 times on 2 May, 25 May, 3 June, 3 August, 12 August, 11 October and on 10
th
November in year 2022 and on 9 February in the year 2023 during the financial year 2022-2023.
Attendance of Board of Directors at the Board Meeting and at the last Annual General Meeting:
Attendance at Meetings entitled Meetings
Name Designation
the last AGM to Attend Attended
Goutam Bose* Chairman & Managing Director Yes 8 8
Amita Bose Independent Director Yes 8 8
Swagata Dasgupta Independent Director Yes 8 8
Rajeswari Bangal Independent Director Yes 8 8
Raj Kumar Chhakra# Independent Director Yes 3 3
Purushottam Khandelwal# Independent Director Yes 3 3
Sudipta Bhattacharya@ Independent Director N. A. 3 3
Haimonti Das@ Independent Director N. A. 3 3
th rd
*Chairman of the Board; @Appointed 11 Oct 2022; #Resigned w.e.f. w.e.f. 3 June 2022
COMMITTEES OF THE BOARD

In terms of the Companies Act 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and RBI
Master Directions, the Board of Directors has constituted Board Committees to deal with specific areas and activities which
concern the Company and requires a closer review. The Board Committees are formed with approval of the Board and
function under their respective Charters. These Committees play an important role in the overall Management of day-to-
day affairs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to
perform its duties entrusted by the Board. The Minutes of the Committee Meetings are placed before the Board for noting.
The Company has three Board Level Committees:
 Audit Committee
44
 Nomination & Remuneration Committee

 Stakeholders’ Relationship Committee
AUDIT COMMITTEE
Audit Committee of the Board of Directors (“the Audit Committee”) is entrusted with the responsibility to supervise the
Company’s internal controls and financial reporting process. The composition, quorum, powers, role and scope are in
accordance with Section 177 of the Companies Act, 2013 and the provisions of Regulation 18 of the Listing Regulations as
well as applicable NBFC Regulations. All members of the Audit Committee are financially literate and bring in expertise in
the fields of Finance, Taxation, Economics, Risk and International Finance. It functions in accordance with its terms of
reference that defines its authority, responsibility and reporting function.
In view of the amendments to the Listing Regulations and SEBI PIT Regulations, the Board amended the terms of reference
of the Committee, effective from 1 April 2019.
These broadly include oversight of the Company’s financial reporting process and disclosure of its financial information,
review of financial statements, review of compliances and review of systems and controls, approval or any subsequent
modification of transactions of the Company with related parties, review compliance with regulation 9A of the SEBI PIT
Regulations, etc.
TERMS OF REFERENCE
The Board has framed the Audit Committee Charter for the purpose of effective compliance of provisions of Section 177 of
the Act and Regulation 18 of the Listing Regulations. The Audit Committee inter alia performs the functions to:
1. Review with the Company’s Chief Financial Officer (‘CFO’), the preparation, execution and results of the Company’s
annual internal audit work program;
2. Review the Company’s financial reporting process and the disclosure of its financial information to ensure that the
financial statements are correct, sufficient and credible;
3. Review with the management, performance of statutory and internal auditors and review of adequacy of the
internal control systems;
4. Discussion with statutory auditors before audit commences, about the nature and scope of audit as well as post-
audit discussion to ascertain any area of concern;
5. Discussion with internal auditors on any significant findings and follow up thereon;
6. Recommend appointment of Statutory, Internal and Cost Auditors and their remuneration;
7. Look after the risk assessment including fraud risk and risk guidelines governing the risk management process;
8. Review the management discussion and analysis of financial condition and results of operations;
9. Review statement of significant related party transactions (as defined by the Audit Committee), submitted by
management;
10. Review the internal audit reports relating to internal control weaknesses;
11. Scrutinize inter-corporate loans and investments;
12. Review the functioning of the Whistle blower mechanism; and
13. Review compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 with reference to
events which were regarded as UPSI, whether such UPSI were shared in the manner expected, instances of leaks, if
any, instance of breaches of the Code, efficiency of sensitization process, etc. at least once in a financial year and
shall verify that the systems for internal control are adequate and are operating effectively.
In fulfilling the above role, the Audit Committee has powers to investigate any activity within its terms of reference, to seek
information from employees and to obtain outside legal and professional advice.
FUNCTIONS OF AUDIT COMMITTEE

The Audit Committee, while reviewing the Annual Financial Statements also reviews the applicability of various Accounting
Standards (AS) referred to in Section 133 of the Companies Act, 2013. Compliance of the Accounting Standards as
applicable to the Company has been ensured in the preparation of the Financial Statements for the year ended March 31,
2023.
The Audit Committee bridges the gap between the Internal Auditors and the Statutory Auditors. To ensure good
Governance, the Company has been rotating Partners of Statutory Auditors. The Statutory Auditors are responsible for
45
performing Independent audit of the Company’s financial statements in accordance with the generally accepted auditing
practices and issuing reports based on such audits, while the Internal Auditors are responsible for the internal risk controls.
Besides the above, Chairman and Managing Director, Chief Financial Officer, the representatives of the Statutory Auditors
and the Internal Auditors are permanent invitees to the Audit Committee Meetings. The Company Secretary acts as a
Secretary to the Committee as required by Regulation 18(1)(e) of the Listing Regulations.
The Company follows best practices in financial reporting. The Company has been reporting on quarterly basis, the Un-
audited Financial Results as required by the Regulation 33 of the Listing Regulations. The Company’s quarterly Un-audited
Standalone Financial Results are made available on the web-site www.nclfin.com and are also sent to the Stock Exchanges
where the Company’s equity shares are listed for display at their respective websites.
The Audit Committee also oversees and reviews the functioning of a vigil mechanism (implemented in the Company as
Whistle Blower Policy) and reviews the finding of investigation into cases of material nature and the actions taken in respect
thereof.
INTERNAL CONTROLS AND GOVERNANCE PROCESSES

The Company continuously invests in strengthening its internal control and processes. The Audit Committee along with the
CFO formulates a detailed plan to the Internal Auditors for the year, which is reviewed at the Audit Committee Meetings.
The Internal Auditors attend the meetings of Audit Committee at regular intervals and submit their recommendations to
the Audit Committee and provide a road map for the future.
Constitution and Meetings of Audit Committee

There was no change in the constitution of Audit Committee during the year.
nd th th th
The members of Audit Committee met four times on 2 May, 12 August and on 10 November in year 2022 and on 9
st
February in year 2023 during the financial year ended on 31 March 2023.
Name Position Number of Meetings Meetings entitled to Meetings Attended

Held Attend
Ms. Rajeswari Bangal Chairman 4 4 4
Mrs. Amita Bose Member 4 4 4
Mr. Goutam Bose Member 4 4 4
NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee consists of three Non-Executive Directors. All members of the Nomination
and Remuneration Committee are financially literate and they have accounting or related financial management expertise.
The Composition of Remuneration and Nomination Committee is pursuant to the provisions of Section 178 of the
Companies Act, 2013 and Regulation 19 of Listing Regulations.
Terms of Reference
The Board has framed the Remuneration and Nomination Committee Charter which ensure effective Compliance of Section
178 of the Companies Act, 2013 and Regulation 19 of Listing Regulations, which are as follows:
 Reviewing the overall compensation policy, service agreements and other employment conditions of
Managing/Whole-time Director(s) and Senior Management (one level below the Board):
 to help in determining the appropriate size, diversity and composition of the Board;
 to recommend to the Board appointment/reappointment and removal of Directors;
 to frame criteria for determining qualifications, positive attributes and independence of Directors;
 to recommend to the Board remuneration payable to the Directors (while fixing the remuneration to Executive
Directors the restrictions contained in the Companies Act, 2013 is to be considered);
 to create an evaluation framework for Independent Directors and the Board;
 to provide necessary reports to the Chairman after the evaluation process is completed by the Directors;
 to assist in developing a succession plan for the Board;
 to assist the Board in fulfilling responsibilities entrusted from time-to-time;
46
 Delegation of any of its powers to any Member of the Committee or the Compliance Officer.
POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Nomination and Remuneration (N&R) Committee has adopted a Charter which, inter alia, deals with the manner of
selection of Board of Directors and CEO & Managing Director and their remuneration. This Policy is accordingly derived
from the said Charter.
PRINCIPLE AND RATIONALE

Section 178 of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 require the Nomination and Remuneration Committee of the Board of Directors of every listed entity,
among other classes of companies, to –
 formulate the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and
other employees.
 identify persons who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down, recommend to the Board their appointment and removal
 carry out evaluation of every director’s performance - formulate the criteria for evaluation of Independent
Directors and the Board
Accordingly, in adherence to the above said requirements and in line with the Company philosophy towards nurturing its
human resources, the Nomination and Remuneration Committee of the Board of Directors of NCL Research & Financial
Services Limited herein below recommends to the Board of Directors for its adoption the Nomination and Remuneration
Policy for the directors, key managerial personnel and other employees of the Company as set out below:
Criteria of selection of Non-Executive Directors

 The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse
Board with Directors having expertise in the fields of accounting, finance, taxation, law etc. However Women
Director is exempted from said criteria.
 In case of appointment of Independent Directors, the N&R Committee shall satisfy itself with regard to the
independent nature of the Directors vis-à-vis the Company so as to enable the Board to discharge its function and
duties effectively.
 The N&R Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for
appointment under Section 164 of the Companies Act, 2013.
 The N&R Committee shall consider the following attributes / criteria, whilst recommending to the Board the
candidature for appointment as Director –
a. Qualification, expertise and experience of the Directors in their respective fields;
b. Personal, Professional or business standing;
c. Diversity of the Board.
 In case of re-appointment of Non-Executive Directors, the Board shall take into consideration the performance
evaluation of the Director and his engagement level.
Remuneration
The Non-Executive Directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses
for participation in the Board / Committee meetings. A Non-Executive Director shall be entitled to receive sitting fees for
each meeting of the Board or Committee of the Board attended by him, of such sum as may be approved by the Board of
Directors within the overall limits prescribed under the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
CEO & Managing Director – Criteria for selection / appointment

For the purpose of selection of the CEO & MD, the N&R Committee shall identify persons of integrity who possess relevant
expertise, experience and leadership qualities required for the position and shall take into consideration recommendation, if
any, received from any member of the Board.
47
The Committee will also ensure that the incumbent fulfills such other criteria with regard to age and other qualifications as
laid down under the Companies Act, 2013 or other applicable laws.
Remuneration for the CEO & Managing Director

 At the time of appointment or re-appointment, the CEO & Managing Director shall be paid such remuneration as
may be mutually agreed between the Company (which includes the N&R Committee and the Board of Directors) and
the CEO & Managing Director within the overall limits prescribed under the Companies Act, 2013.
 The remuneration shall be subject to the approval of the Members of the Company in General Meeting.
 The remuneration of the CEO & Managing Director is paid by way of salary, allowances, perquisites, amenities and
retirement benefits.
General
This Policy shall apply to all future employment of Company’s Senior Management including Key Managerial Personnel and
Board of Directors.
Any or all the provisions of this Policy would be subject to the revision/ amendment in the Companies Act, 2013, related
rules and regulations, guidelines and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on the
subject as may be notified from time to time. Any such amendment shall automatically have the effect of amending this
Policy without the need of any approval by the Nomination and Remuneration Committee and/ or the Board of Directors.
PERFORMANCE EVALUATION
In terms of regulation 19 read with Schedule II to the Listing Regulations, the Company has framed a policy stipulating the
criteria for evaluation of directors and the Board. In light of SEBI’s Guidance Note dated 5 January 2017 on Board Evaluation,
the Nomination and Remuneration Committee (NRC) and Board of Directors have revised the policy containing criteria for
performance evaluation.
In view of the amendments to section 178(2) of the Act, the Board of Directors of the Company, at its meeting held on 12
February 2022, had approved the evaluation of the performance of Board, its Committees, the Chairperson and individual
directors to be carried out by the Board only and would not be duplicated by the NRC. The NRC will only review its
implementation and compliance.
Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an annual performance
evaluation of its own performance, and that of its Committees, Chairperson and individual directors.
Constitution and Meetings of Nomination & Remuneration Committee

There was no change in the constitution of Nomination & Remuneration Committee during the year.
nd th
The members of Nomination & Remuneration Committee met two times on 2 May and on 11 October in year 2022
st
during the financial year ended on 31 March 2023.
Name Position Number of Meetings Meetings entitled to Meetings Attended
Held Attend
Mrs. Swagata Dasgupta Member 2 2 2
Ms. Rajeswari Bangal Chairman 2 2 2
Mrs. Amita Bose Member 2 2 2
STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The Stakeholder’s Relationship Committee is constituted in line with the provisions of Regulation 20 of the SEBI LODR
Regulations 2015, read with Section 178 of the Act and rules made thereunder.
Terms of Reference
The Board approved ‘Terms of Reference’ of the Committee of Directors (Stakeholders Relationship Committee) in
compliance with Section 178 of the Act and Regulation 20 read with Part D of Schedule II of the Listing Regulations. This
Committee generally meets once a month. The Committee looks into the matters of Shareholders/Investors grievances
along with other matters listed below:
1. to consider and resolve the grievances of security holders of the Company including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings etc.;
48
2. to consider and approve demat/ remat of shares / split / consolidation / sub-division of share / debenture certificates;
3. to consider and approve issue of share certificates (including issue of renewed or duplicate share certificates),
transposition of names, deletion of names transfer and transmission of securities, etc.;
4. to oversee and review all matters connected with the transfer of the Company’s securities;
5. to consider and approve opening/modification of operation and closing of bank accounts;
6. to grant special/general Power of Attorney in favour of employees of the Company from time to time in connection
with the conduct of the business of the Company particularly with Government and Quasi- Government Institutions;
7. to fix record date/book closure of share/debenture transfer book of the Company from time to time;
8. to appoint representatives to attend the General Meeting of other companies in which the Company is holding
securities;
9. to change the signatories for availing of various facilities from Banks/Financial Institution;
10. to grant authority to execute and sign foreign exchange contracts and derivative transactions;
11. to monitor implementation and compliance with the Company’s Code of Conduct for Prohibition of Insider Trading;
12. to review measures taken for effective exercise of voting rights by shareholders;
13. to review adherence to the standards adopted by the Company in respect of various services being rendered by the
Registrar & Share Transfer Agent;
14. to review of the measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends
and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the
Company;
15. to assist the Board in reviewing and implementing policies under the Business Responsibility Reporting of the
Company as may be delegated by the Board;
16. to carry out any other function as prescribed under the SEBI (Listing Obligation and Disclosure Requirement)
Regulations, 2015, the Companies Act, 2013 and other applicable laws as amended from time to time; and
17. to carry out any other duties that may be delegated to the Committee by the Board of Directors from time-to-time.
The Secretarial Department of the Company and the Registrar and Share Transfer Agent, Purva Sharegistry (India) Private
Limited attend to all grievances of the shareholders received directly or through SEBI, Stock Exchanges, Ministry of
Corporate Affairs, Registrar of Companies, etc. The Minutes of the Committee of Directors (Stakeholders Relationship
Committee) Meetings are circulated to the Board and noted by the Board of Directors.
Continuous efforts are made to ensure that grievances are more expeditiously redressed to the complete satisfaction of the
investors. Shareholders are requested to furnish their updated telephone numbers and e-mail addresses to facilitate prompt
action.
Compliance Officer
The Company has appointed Ms. Priya Mittal, Company Secretary as a Compliance Officer within the meaning of
requirements of Regulation 6 of Listing Regulations.
Constitution and Meetings of Stakeholders’ Relationship Committee

There was no change in the constitution of Stakeholders’ Relationship Committee during the year.
nd th
During the year, two meetings of the Stakeholders’ Relationship Committee were held on 2 May in year 2022 and on 9
February 2023 during the financial year 2022-2023.
Brief Details of Names, Position, Category and meeting attended by Members of Committee is as follows:
Name Position Category Meetings entitled to Meetings Attended
Attend
Ms. Swagata Dasgupta Chairman Independent, Non-Executive 2 2
Mrs. Amita Bose Member Independent, Non-Executive 2 2
Mr. Goutam Bose Member Executive – Whole-time 2 2
SEBI COMPLAINTS REDRESSAL SYSTEM (SCORES):
49
The investors’ complaints are also being processed through the centralized web based complaint redressal system. The
salient features of SCORES are availability of centralized data base of the complaints, uploading online action taken reports
by the Company. Through SCORES the investors can view online, the action taken and current status of the complaints. In its
efforts to improve ease of doing business, SEBI has launched a mobile app “SEBI SCORES”, making it easier for investors to
lodge their grievances with SEBI, as they can now access SCORES at their convenience of a smart phone.
DETAILS OF SHAREHOLDERS’ COMPLAINTS

There was Nil Complaint pending at the beginning of the Financial Year. During the year the Company did not receive any
legitimate compliant from any of the shareholders. Further, there was no pending complaint at the close of the financial
year.
During the financial year, the Company has received several emails asking about the reason for fall in the price of Company's
Equity Shares in Stock Market, whether the Company is willing to buy the shares held by Investors etc. The Company has
suitably replied these queries as the performance of stock market or price of shares are determined by the investors
themselves on the plate form of stock exchanges and the Company has no intervention in the same. In regard to purchase of
shares from investors by the company, the Company will inform to both Stock Exchanges and Investors; as and when the
decision of buy-back will be taken by the Board.
As required under Regulation 40(9) of Listing Regulations, a Certificate on yearly basis confirming due compliance of share
transfer formalities by the Company from Practicing Company Secretary has been submitted to the Stock Exchanges within
stipulated time.
The Company has designated email id [email protected] to lodge Investor complaints. Apart from this, the SEBI has
also facilitated Investors to lodge complaints directly on SCORES on SEBI website for faster addressing and resolutions of
Investor Complaints.
Independent Directors’ Meeting

During the year under review, the Independent Directors met on March 17, 2023, inter alia, to discuss:
 Evaluate performance of Non-Independent Directors and the Board of Directors as a whole;
 Evaluate performance of the Chairman of the Company, taking into account the views of the Executive and Non-
Executive Directors;
 Evaluate and assess the key transactions (including related party transactions) undertaken since the last independent
directors meeting, and the assessment of the performance of the same;
 Evaluation of the quality, content and timeliness of flow of information between the Management and the Board
that is necessary for the Board to effectively and reasonably perform its duties;
 Recommend measures for corporate governance; and
 Review recommendation from the last Independent Directors meeting.
All the Independent Directors were present at the Meeting.
GENERAL BODY MEETINGS

Location & time for the last three Annual General Meetings:
Annual General Meeting Date & Time Mode / Venue
th th Video Conferencing (VC) / Other Audio Visual
37 Annual General Meeting 20 September 2022, 11.30 AM
Means (OAVM)
th th Video Conferencing (VC) / Other Audio Visual
36 Annual General Meeting 28 September 2021, 12.00 Noon
Means (OAVM)
th th
35 Annual General Meeting 19 December 2020, 10.00 AM Registered Office of the Company
LOCATION AND TIME OF LAST TWO EXTRA-ORDINARY GENERAL MEETINGS:

Date & Time Mode / Venue
rd
Tuesday, 23 November, 2021 at 11.30 AM Video Conferencing (VC) / Other Audio Visual Means (OAVM)
Monday, 24th January, 2022 at 11.30 AM Video Conferencing (VC) / Other Audio Visual Means (OAVM)
rd
An Extra-Ordinary General Meetings was held on 23 November 2021, for approval of sub-division in face value of Equity
Shares, Increase in Authorized Capital, Issue of Bonus Equity Shares as well an alteration in Memorandum & Articles of
Association for updation of Capital Clause pursuant to Increase in Authorized Capital as well as Sub-division in face value of
Equity Shares.
50
th
Further, an Extra-Ordinary General Meeting was held on 24 January 2022 for approval for Increase in Authorized Capital as
well as for Issue of Equity Shares on Rights basis, and also an alteration in Memorandum & Articles of Association for
updation of Capital Clauses.
POSTAL BALLOT
th
Special Resolutions were passed by way of Postal Ballot Rules on 15 December 2022 seeking approval of members of the
Company of appointment of Ms. Sudipta Bhattacharya and Ms. Haimonti Das as Independent Directors. Members have
approved both appointments.
SPECIAL RESOLUTION PASSED IN LAST THREE ANNUAL GENERAL MEETINGS:

th
In 35 Annual General Meeting, Special Resolutions have been passed for appointment of Statutory Auditors as well as
appointment of Mrs. Puspa Devi Saraswat as Independent Directors.
Apart from above, no Special Resolution has been passed in remaining two out of last three Annual General Meetings.
BOARD DISCLOSURES
Compliance with Governance Framework
The Company is in compliance with all mandatory requirements under Listing Regulations, 2015.
STRICTURES AND PENALTIES

No strictures or penalties have been imposed on the Company by the Stock Exchanges or by the Securities and Exchange
Board of India (SEBI) or by any statutory authority on any matters related to capital markets activities during the year.
DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section
133 of the Companies Act, 2013. The significant accounting policies which are consistently applied have been set out in the
Notes to the Financial Statements. There was no deviation in following the treatments prescribed in any of the Accounting
Standards (AS) in the preparation of the financial statements of the Company.
RISK MANAGEMENT
Risk management is embedded in your Company’s operating framework. Your Company believes that managing risks helps
in maximizing returns. The Company’s approach to addressing business risks is comprehensive and includes periodic review
of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management
framework is examined periodically by the Board and the Audit Committee.
Policy Guidelines on “Know Your Customer” (KYC) norms and Anti – Money Laundering (AML) Measures
In keeping with specific requirements for Non-Banking Financial Companies the Company has also formulated a Prevention
of Money Laundering and Know Your Customer Policy and the same has been posted on the Company’s website.
DETAILS OF UTILISATION OF FUND

Following is the details of utilization of Fund as required under Regulation 32(7A) of the Listing Regulations, 2015 -
Name of Listed Entity NCL Research & Financial Services Limited
Mode of Raising Fund Right Issue
Date of Raising Funds June 3, 2022
Amount Raised 48.8628 Crore
Monitoring Agency Not Any
Monitoring Agency Name, if applicable Not Any
Is there a Deviation / Variation in use of funds raised No
If yes, whether the same is pursuant to change in terms of a contract Not Applicable
or objects, which was approved by the Unitholders
If Yes, Date of Unitholders Approval Not Applicable
Explanation for the Deviation / Variation Not Applicable
Comments of the Audit Committee after review None
Comments of the Auditors, if any None
51
Below are objects for which funds have been raised in the Right Issue and details of deviation, if any, in the following
table:
Original Object Modified Original Modified Funds Amount of Remarks,
Object, If Allocation Allocation, Utilized variation/ Variation If any
any If any according to
applicable object
Augmenting the capital
Not Any 3786.28 Not Any 3780.00 Nil Not Any
base of our Company
General Corporate Purposes Not Any 950.00 Not Any 51.37 Nil Not Any
To meet Issue Expenses Not Any 150.00 Not Any 118.31 Nil Not Any
Total … - 4886.28 - 3949.68 - -
SEBI / STOCK EXCHANGE COMPLIANCE

The Company has complied with all requirements of the Listing Agreement entered into with Stock Exchanges and also SEBI
Listing Regulations. Consequently there were no strictures or penalties imposed either by SEBI or Stock Exchange or any
Statutory Authority for non-compliance of any matter related to the Capital Markets during the last three years.
PREVENTION OF INSIDER TRADING

The Company has adopted an ‘Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades by Designated
Persons (“the Code”) in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to
time (“the PIT Regulations”).
The Code is applicable to Promoters, Member of Promoter’s Group, all Directors and such Designated Persons who are
expected to have access to unpublished price sensitive information relating to the Company. The Company Secretary is the
Compliance Officer for monitoring adherence to the said PIT Regulations.
The Company has put in place adequate and effective system of internal controls to ensure compliance with the
requirements of the PIT Regulations. A structured digital database is being maintained by the Company, which contains the
names and other particulars as prescribed of the persons covered under the Codes drawn up pursuant to the PIT Regulations.
The Company has formulated the ‘Policy on Procedure of Inquiry in case of leak / suspected leak of Unpublished Price
Sensitive Information’ (’UPSI’). The policy is formulated to maintain ethical standards in dealing with sensitive information of
the Company by persons who have access to UPSI. The rationale of the policy is to strengthen the internal control systems to
ensure that the UPSI is not communicated to any person except in accordance with the Insider Trading Regulations. The
Policy also provides an investigation procedure in case of leak/suspected leak of UPSI.
The Company has also formulated a Policy for determination of ‘legitimate purposes’ as a part of the Code of Practices and
Procedures for Fair Disclosure of UPSI as per the requirements of the Insider Trading Regulations. The Company Secretary
has been appointed as the Compliance Officer for ensuring implementation of the codes for fair disclosure and conduct. The
Board, designated persons and other connected persons have affirmed compliance with the Code. This Code is displayed on
the Company’s website.
CREDIT RATINGS
During the year under review, the Company has not borrowed any money and has not raised any funds. Hence, disclosure
pertaining to utilization of funds and Credit Rating is not applicable.
Compliance with the requirements of Corporate Governance

All the requirements of Corporate Governance specified in Regulation 17 to 27 of Listing Regulations and of sub-regulation
(2) of Regulation 46 of Listing Regulations have been complied with.
DISCLOSURES
(a) There were no transactions with related party i.e. with Promoters, Directors, Management, Subsidiaries or Relatives that
may have potential conflict of interest with the Company at large. The details of the related Party transactions are
disclosed under the notes on accounts, as required under the Accounting Standard 18 issued by the Institute of
Chartered Accountants of India.
(b) There has been no instance of non-compliance by the Company on any matter related to Capital Markets and hence the
question of penalties or strictures being imposed on the Company by the Stock Exchange or SEBI or any Statutory
Authority does not arise.
52
(c) In Compliance with the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 as
amended till date, on Prohibition of Insider Trading, the Company has a comprehensive Code of Conduct and the same
is being strictly adhered to by its management, staff and relevant business associates. The code expressly lays down the
guidelines and the procedure to be followed and disclosures to be made, while dealing with shares of the Company and
cautioning them on the consequences of non-compliance thereof. Further, we affirm that no personnel have been
denied access to the Audit Committee.
(d) Reconciliation of Share Capital Audit: As stipulated by SEBI, a qualified Practicing Company Secretary carries out
Secretarial Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL) and the total issued and listed capital. This audit is carried out every quarter
and the report thereon is submitted to the Stock Exchanges where the company’s shares are Listed the audit confirms
that the total Listed and Paid-up Capital is in agreement with the aggregate of the total number of shares in
dematerialized form (held with NSDL and CDSL) and total number of shares in physical form.
CODE OF BUSINESS CONDUCT & ETHICS

The Company has adopted Code of Business Conduct and Ethics (“the Code”) which is applicable to the Board of Directors
and Senior Management Team (one level below the Board of Directors) of the Company. The Board of Directors and the
members of Senior Management Team are required to affirm semi-annual compliance of this Code. The Code requires
Directors and Employees to act honestly, fairly, ethically and with integrity, conduct themselves in professional, courteous
and respectful manner. The Code is displayed on the Company website www.nclfin.com
CONFLICT OF INTEREST
Each Director informs the Company on an annual basis about the Board and the Committee positions he occupies in other
companies including Chairmanships and notifies changes during the year. Members of Board while discharging their duties,
avoid conflict of interest in the decision making process. The members of Board restrict themselves from any discussions and
voting in transactions that they have concern or interest.
VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a whistle blower policy encompassing vigil mechanism pursuant to the requirements of the section 177(9)
of the Act and regulation 22 of the Listing Regulations. The Board of Directors, at its meeting held on 14 February 2019,
revised whistle blower policy containing, inter alia, leak or suspected leak of unpublished price sensitive information in view
of SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, (SEBI PIT Regulations). The policy/vigil mechanism
enables directors and employees to report to the Management their concerns about unethical behaviors, actual or suspected
fraud or violation of the Company’s code of conduct or ethics policy and leak or suspected leak of unpublished price sensitive
information.
This mechanism provides safeguards against victimization of directors/employees who avail of the mechanism and provides
for direct access to the Chairman of the Audit Committee in exceptional cases. The policy has been appropriately
communicated to the employees within the Organisation and has also been hosted on the Company’s website
www.nclfin.com.
COMPLIANCES REGARDING INSIDER TRADING

Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has a Board approved code of conduct
to regulate, monitor and report trading by insiders (‘code of conduct’) and a Code of Practices and Procedures for Fair
Disclosure of unpublished price sensitive information (‘code of fair disclosure’).
During the year under review, SEBI amended the SEBI PIT Regulations. In view of the amendments to the said Regulations,
the Board of Directors, at its meeting held on 14 February 2019, inter alia approved the following, with effect from 1 April
2019:
a. Revised code of conduct to regulate, monitor and report trading by Designated Persons;
b. Revised code of practices and procedures for fair disclosure of unpublished price sensitive information;
c. Revised whistle blower policy;
d. Institutional mechanism for prevention of insider trading; and
e. Amendment to the terms of reference of the Audit Committee.
The code of conduct and code of fair disclosure framed by the Company have helped in ensuring compliance with the
requirements.
53
COMMUNICATION WITH THE MEMBERS/SHAREHOLDERS

 The unaudited quarterly / half yearly results are announced within forty-five days of the close of the quarter. The
audited annual results are announced within sixty days from the close of the financial year as per the requirements
of the Listing Regulations.
 The approved financial results are forthwith sent to the Stock Exchanges and are published in a national English
newspaper and in local language (Marathi) newspaper, within forty-eight hours of approval thereof. Presently the
same are not sent to the shareholders separately.
 The Company’s financial results and official press releases are displayed on the Company’s Website-
www.nclfin.com.
 Management Discussion and Analysis forms part of the Annual Report, which is sent to the shareholders of the
Company.
 The quarterly results, shareholding pattern, quarterly compliances and all other corporate communication to the
Stock Exchanges viz. BSE Limited are filed electronically. The Company has complied with filing submissions
through BSE’s BSE Listing Centre.
 The Company also informs by way of intimation to BSE, all price sensitive matters or such other matters, which in its
opinion are material and of relevance to the members.
 In compliance with Listing Regulations, the quarterly results, shareholding pattern, quarterly compliances and all
other corporate communication to the Stock Exchanges viz. BSE are filed electronically on BSE’s on-line portal. The
Company has complied with filing submissions through BSE’s BSE Online Portal.
 A separate dedicated section under ‘Investors Relation’ on the Company’s website gives information on unclaimed
dividends (if any), Notice to Board meeting, quarterly compliance reports / communications with the Stock
Exchanges and other relevant information of interest to the investors / public.
 Sections 20 and 136 of the Act, read with the Companies (Accounts) Rules, 2014 permit companies to deliver the
documents electronically to the registered email IDs of the members.
DISCLOSURES ON MANDATORY REQUIREMENTS

The Company has complied with the mandatory requirements of the Listing Regulations.
DISCLOSURES ON DISCRETIONARY REQUIREMENTS

The Company has also complied with the discretionary requirements as under:
A. The Board
A Chairman’s office has been made available for the non–executive Chairman and he is allowed reimbursement of
expenses incurred in performance of his duties.
B. Shareholder rights
The Company communicates all material events to its shareholders as and when it occurs.
DISCLOSURES ON NON-MANDATORY REQUIREMENTS

Adoption of non-mandatory requirements of Listing Regulations is being reviewed by the Board from time-to-time.
GENERAL SHAREHOLDER INFORMATION

Detailed information in this regard is provided in section “Shareholders Information” which forms part of this Annual Report.
SHAREHOLDERS’ INFORMATION
a. Next Annual General Meeting
th st
The 38 Annual General Meeting for the financial year ended on 31 March 2023 will be held on Tuesday, September 12,
2023 at 11:30 AM, through Video Conferencing (VC) / Other Audio Visual Means (OAVM).
th th
b. Book Closure : 6 September 2023 to 12 September 2023 (both days inclusive)
c. Listing of Shares : : BSE
54
d. Stock Code & ISIN : BSE – 530557

ISIN – 132F01038 on both NSDL & CDSL
e. Listing Fees
Annual listing fee for the year 2023-24 shall be paid in due course by the Company to the Stock Exchanges.
f. Payment of Depository Fees
Annual custody/ issuer fee for the year 2023-24 shall be paid in due course by the Company to NSDL and CDSL.
g. Financial Year
The financial year of the Company is from April 1 to March 31, each year.
h. Website
The Company’s website www.nclfin.com contains a separate dedicated section called ‘Investor Relations’. It contains
comprehensive database of information of interest to our investors including the financial results, annual reports,
dividends declared, if any, any price sensitive information disclosed to the regulatory authorities from time to time and
the services rendered / facilities extended to our investors.
i. Future Calendar for next financial year :
Subject Matter Tentative Dates
st th
Financial Reporting of 1 Quarter ended on 30 June 2023 On or before 14 August, 2023
nd th
Financial Reporting of 2 Quarter ended on 30 September 2023 On or before 14 November, 2023
rd st
Financial Reporting of 3 Quarter ended on 31 December 2023 On or before 14 February 2024
th st
Financial Reporting of 4 Quarter ended on 31 March 2024 On or before 29 May 2024
Date of Annual General Meeting On or before 30 September 2024
j. Dividend Payment Date : No Dividend has been recommended for the year under review.
k. Dividend History :
Sr. No. Financial Year Date of Declaration Amount of Dividend Face Value of Shares
1 2013-2014 May 27, 2014 ₹ 0.50 ₹ 10/-
l. Unclaimed Dividend / Share Certificates :

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, if the dividend transferred to the Unpaid
Dividend Account of the Company remains unpaid or unclaimed for a period of seven years from the date of such
transfer then such unclaimed or unpaid dividend shall be transferred by the company along with interest accrued, if any
to the Investor Education and Protection Fund (‘the IEPF’), a fund established under sub-section (1) of section 125.
Mandatory Transfer of Shares to Demat Account of Investors Education and Protection Fund Authority (IEPFA) in
case of unpaid/ unclaimed dividend on shares for a consecutive period of seven years
In terms of Section 124(6) of the Companies Act, 2013 read with Rule 6 of the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (as amended from time to time) (IEPF Rules) shares on
which dividend has not been paid or claimed by a shareholder for a period of seven consecutive years or more shall be
credited to the Demat Account of Investor Education and Protection Fund Authority (IEPFA) within a period of thirty
days of such shares becoming due to be so transferred. Upon transfer of such shares, all benefits (like bonus, etc.), if any,
accruing on such shares shall also be credited to such Demat Account and the voting rights on such shares shall remain
frozen till the rightful owner claims the shares.
Shares which are transferred to the Demat Account of IEPFA can be claimed back by the shareholders from IEPFA by
following the procedure prescribed under the IEPF Rules.
Details of Unclaimed Dividend and Due Dates for transfer are as follows as on March 31, 2023:
Sr. Year of Declaration of Date of Declaration of Unclaimed Due Date for transfer to IEPF
No. Dividend Dividend Amount ₹ Account
1. N. A. N. A. N. A. N. A.
Further, as required to be disclosed under Regulation 34(3) read with Schedule V of Listing Regulations, Nil Shares are
lying at the beginning or at the close of financial year in the Suspense Account. Further the Company did not moved
in/out any Equity Share in said Suspense Account during the current financial year.
55
m. Disclosures with respect to Demat Suspense Account/ Unclaimed Suspense Account

The Company has Nil Shares of ₹ 1/- each in respect of Nil Shareholders, lying into Nil folio, in the demat account held
with NSDL/CDSL.
n. Market Price Data :
Month Price on BSE (₹) & Volume S&P BSE SENSEX
High Low Volume High Low
April 2022 1.64 1.28 13,62,85,777 93,82,514 60,845.10
May 2022 1.42 1.05 9,70,06,966 40,04,166 57,184.21
June 2022 1.34 1.02 9,62,81,286 24,59,516 56,432.65
July 2022 1.28 0.75 16,98,88,832 31,12,923 57,619.27
August 2022 0.97 0.57 52,29,19,860 24,44,087 60,411.20
September 2022 0.64 0.45 57,97,90,473 22,89,557 60,676.12
October 2022 0.53 0.46 16,76,22,498 9,02,441 60,786.70
November 2022 0.61 0.48 22,61,57,839 62,19,633 63,303.01
December 2022 0.57 0.44 24,66,92,185 1,66,87,486 63,583.07
January 2023 0.50 0.44 11,26,71,531 1,21,45,202 61,343.96
February 2023 0.60 0.40 20,50,24,255 68,51,972 61,682.25
March 2023 0.46 0.35 14,40,73,738 1,45,55,586 60,498.48
o. Investors’ correspondence may be addressed to the Registrar and Transfer Agent of the Company
Shareholders/ Investors are requested to forward documents related to share transfer, dematerialization requests
(through their respective Depository Participant) and other related correspondences directly to Purva Sharegistry (India)
Private Limited at the below mentioned address for speedy response.
p. Registrar & Share Transfer Agent

M/s. Purva Sharegistry (India) Pvt. Ltd. has been appointed as Registrar & Share Transfer Agent for all work relating to
share registry in terms of physical. All transfer, transmission, request related to correspondence/queries, intimation of
change of address etc. should be addressed to our RTA directly at the following Address:
M/s. Purva Sharegistry (India) Pvt. Ltd.

No. 9, Shiv Shakti Ind. Estate, Gr. Floor, J. R. Boricha Marg,
Lower Parel, Mumbai-400 011,
Tel: +91 22 2301 8261 / 0771, E-Mail: [email protected]
q. Share Transfer System and Transfer of Shares

The transfer of shares in physical form is processed and completed by Registrar & Transfer Agent within a period of
fifteen days from the date of receipt thereof provided all the documents are in order. In case of shares in electronic form,
the transfers are processed by NSDL/CDSL through respective Depository Participants. In compliance with the Listing
Regulations, a Practicing Company Secretary carries out audit of the System of Transfer and a certificate to that effect is
issued.
However; as per SEBI Notification No SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amendment vide
Notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018, requests for effecting transfer of securities
(except in case of transmission or transposition of securities) shall not be processed from April 1, 2019 unless the
securities are held in the dematerialized form with the depositories. Therefore, Shareholders are requested to take
action to dematerialize the Equity Shares of the Company, promptly.
r. Consolidation of Folios and avoidance of multiple mailing

In order to enable the Company to reduce costs and duplicity of efforts for providing services to investors, members who
have more than one folio in the same order of names are requested to consolidate their holdings under one folio.
Members may write to the Registrars and Transfer Agents indicating the folio numbers to be consolidated along with
the original shares certificates to be consolidated.
s. Review of Governance Practices

We have in this Report attempted to present the governance practices and principles being followed at the Company, as
evolved over a period, and as best suited to the needs of our business and stakeholders.
56
Our disclosures and governance practices are continually revisited, reviewed and revised to respond to the dynamic
needs of our business and ensure that our standards are at par with the globally recognized practices of governance, so
as to meet the expectations of all our stakeholders.
t. Compliance with Secretarial Standards

The Institute of Company Secretaries of India, a Statutory Body, has issued Secretarial Standards on various aspects of
corporate law and practices. The Company has complied with each one of them.
st
u. Distribution of Shareholding as on 31 March 2023
No. of Equity Shares No. of Share % of Share Holders Total No. of Shares % of Share Holding
Holders Held
1-5000 182258 86.86 134510478 23.12
5001-10000 12234 5.83 60691564 10.43
10001-20000 7390 3.52 56403289 9.70
20001-30000 2607 1.24 29878890 5.14
30001-40000 1308 0.62 20289673 3.49
40001-50000 973 0.46 19107428 3.28
50001-100000 1755 0.84 48264980 8.30
100001 and Above 1314 0.63 212553698 36.54
Total…. 209839 100.00 1070328000 100.00
st
v. Shareholding Pattern as on 31 March 2023
Categories No. of Shares % of Shareholding
Promoters, Directors, Relatives & PAC - -
Indian Bank - -
Mutual Funds / UTI / Financial Institutions - -
LLP 255500 0.02
Non-Resident Indians 5302753 0.50
Clearing Members 1794260 0.17
HUF 9733316 0.91
Others (Enforcement Directorate, Raipur) 4000 0.00
Bodies Corporate 70575274 6.59
Indian Public 982662897 91.81
Total ….. 1070328000 100.00
st
w. Details of Shareholders holding more than 5% holding under Public Category as on 31 March 2023
Name of Shareholder No. of Shares held % of Shareholding
Not Any - -
N
x. Dematerialization of Equity Shares & Liquidity
The Company’s Equity Shares are in Demat trading segment and the Company had established connectivity with both
NSDL & CDSL by signing the necessary agreements.
st
As on 31 March 2023, 99.46% public shareholdings of the Company are in dematerialized form.
Procedures for dematerialization of Equity Shares:

Shareholders who continue to hold shares in physical form are requested to dematerialize their shares at the earliest and
avail the benefits of dealing in shares in demat form. For convenience of shareholders, the process of getting the shares
dematerialized is given hereunder:
a) Demat account should be opened with a Depository Participant (DP).
b) Shareholders should submit the Dematerialization Request Form (DRF) along with share certificates in original, to
their DP.
c) DP will process the DRF and will generate a Dematerialization Request Number (DRN).
d) DP will submit the DRF and original share certificates to the Registrar and Transfer Agents (RTA), which is Purva
Sharegistry (India) Private Limited.
57
e) RTA will process the DRF and confirm or reject the request to DP/ depositories
f) Upon confirmation of request, the shareholder will get credit of the equivalent number of shares in his demat
account maintained with the DP
y. Important Points
Investors should hold securities in dematerialised form, as transfer of shares in physical form is no longer permissible.
As mandated by SEBI, w.e.f. April 1, 2019, request for effecting transfer of securities shall not be processed unless the
securities are held in dematerialised form with a depository except for transmission and transposition of securities.
Members are advised to dematerialise securities in the Company to facilitate transfer of securities.
Holding securities in dematerialized form is beneficial to the investors in the following manner:
• A safe and convenient way to hold securities;
• Elimination of risk(s) associated with physical certificates such as bad delivery, fake securities, delays, thefts, etc.;
• Immediate transfer of securities;
• No stamp duty on electronic transfer of securities;
• Reduction in transaction cost;
• Reduction in paperwork involved in transfer of securities;
• No odd lot problem, even one share can be traded;
• Availability of nomination facility;
• Ease in effecting change of address / bank account details as change with Depository Participants (DPs) gets
registered with all companies in which investor holds securities electronically;
• Easier transmission of securities as the same is done by DPs for all securities in demat account;
• Automatic credit in to demat account of shares, arising out of bonus / split / consolidation / merger / etc.;
• Convenient method of consolidation of folios/accounts;
• Holding investments in Equity, Debt Instruments, Government securities, Mutual Fund Units etc. in a single
account;
• Ease of pledging of securities; and
• Ease in monitoring of portfolio.
Members holding Shares in Physical mode:
a) are required to submit their Permanent Account Number (PAN) and bank account details to the Company / RTA, if
not registered with the Company as mandated by SEBI.
b) are advised to register the nomination in respect of their shareholding in the Company. Nomination Form SH-13
([Pursuant to section 72 of the Companies Act, 2013 and rule 19(1) of the Companies (Share Capital and
Debentures) Rules 2014] can be obtained from the Company’s Registrar and Share Transfer Agent. It is also
available on Public domain.
c) are requested to register / update their e-mail address with the Company / RTA for receiving all communications
from the Company electronically.
Members holding Shares in Electronic mode:
a) are requested to submit their PAN and bank account details to their respective DPs with whom they are
maintaining their demat accounts.
b) are advised to contact their respective DPs for registering the nomination.
c) are requested to register / update their e-mail address with their respective DPs for receiving all communications
from the Company electronically.
The Securities and Exchange Board of India vide its circular no. SEBI / HO / MIRSD / DOS3 / CIR / P / 2019 / 30 dated February
11, 2019, with a view to address the difficulties in transfer of shares, faced by non-residents and foreign nationals, has
decided to grant relaxations to non-residents from the requirement to furnish PAN and permit them to transfer equity shares
held by them in listed entities to their immediate relatives subject to the following conditions:
a) The relaxation shall only be available for transfers executed after January 1, 2016.
b) The relaxation shall only be available to non-commercial transactions, i.e. transfer by way of gift among immediate
relatives.
58
c) The non-resident shall provide copy of an alternate valid document to ascertain identity as well as the non-resident
status.
d) Non-Resident Indian members are requested to inform Purva Sharegistry (India) Private Limited, Company’s
Registrar and Transfer Agent immediately on the change in the residential status on return to India for permanent
settlement.
z. Electronic Payment Services
Investors should avail the Electronic Payment Services for payment of dividend as the same reduces risk attached to
physical dividend warrants. Some of the advantages of payment through electronic credit services are as under:
• Avoidance of frequent visits to banks for depositing the physical instruments;
• Prompt credit to the bank account of the investor through electronic clearing;
• Fraudulent encashment of warrants is avoided;
• Exposure to delays / loss in postal service avoided; and
• As there can be no loss in transit of warrants, issue of duplicate warrants is avoided.
Printing of bank account numbers, names and addresses of bank branches on dividend warrants provide protection
against fraudulent encashment of dividend warrants. Members are requested to provide the same to the Company’s
Registrar and Transfer Agent (RTA) for incorporation on their dividend warrants.
aa. Register for SMS alert facility

Investor should register with Depository Participants for the SMS alert facility. Both Depositories viz. National Securities
Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) alert investors through SMS of the
debits and credits in their demat account.
bb. Intimate Mobile Number

Shareholders are requested to intimate their mobile number and changes therein, if any, to Company’s RTA viz. Purva
Sharegistry (India) Private Limited to their dedicated e-mail id i.e., “[email protected].”, if shares are held in
physical form or to their DP if the holding is in electronic form, to receive communications on corporate actions and
other information of the Company.
cc. Submit Nomination Form and avoid Transmission hassle

Nomination helps nominees to get the shares transmitted in their favour without any hassles. Investors should get the
nomination registered with the Company in case of physical holding and with their Depository Participants in case
shares are held in dematerialised form.
Form may be downloaded from the Company’s website, under the section ‘Investor Relations’. However, if shares are
held in dematerialised form, nomination has to be registered with the concerned Depository Participants directly, as per
the form prescribed by the Depository Participants.
dd. Deal only with SEBI registered intermediaries

Investors should deal only with SEBI registered intermediaries so that in case of deficiency of services, investor may take
up the matter with SEBI.
ee. Corporate benefits in electronic form

Investor holding shares in physical form should opt for corporate benefits like bonus / split / consolidation / merger / etc.
in electronic form by providing their demat account details to the Company’s RTA.
ff. Register e-mail address

Investors should register their e-mail address with the RTA / Depository Participants. This will help them in receiving all
communication from the Company electronically at their e-mail address. This also avoids delay in receiving
communications from the Company. Prescribed form for registration may please be downloaded from the Company’s
website.
gg. Facility for a Basic Services Demat Account (BSDA)

SEBI has stated that all the depository participants shall make available a BSDA for the shareholders unless otherwise
opted for regular demat account with (a) No Annual Maintenance charges if the value of holding is upto ₹ 50,000; and (b)
59
Annual Maintenance charges not exceeding ₹ 100/- for value of holding from ₹ 50,001 to ₹ 2,00,000. (Refer circular
CIR/MRD/ DP/22/2012 dated August 27, 2012 and circular CIR/MRD/ DP/20/2015 dated December 11, 2015).
hh. For the Attention of Shareholders holding shares in electronic form

Shareholders holding shares in electronic mode should address all their correspondence to their respective Depository
Participants (DPs).
ii. Outstanding GDRs./ADRs/Warrants or any convertible instruments, conversion data likely impact on Equity :
Not any.
jj. Commodity Price Risk / Foreign Exchange Risk

Your Company does not deal into any of commodity and hence and is not directly exposed to any commodity price risk.
Similarly, the Company does not enter into any Foreign Exchange transactions and hence is not directly exposed to any
Foreign Exchange Risk.
kk. Investors’ Correspondence

Compliance Officer RTA Regd./Correspondence Office
rd
Ms. Priya Mittal Purva Sharegistry (India) Private Bhagyodaya Building, 3 Floor, 79, N.
Company Secretary & Compliance Limited M. Road, Fort, Mumbai-400 023
Officer No. 9, Shiv Shakti Ind. Estate, Gr. Tel : +91 22 2270 3249
Tel : +91 22 2270 3249 Floor, J. R. Boricha Marg, Email : [email protected];
Email : [email protected] Lower Parel, Mumbai-400 011 Website : www.nclfin.com
Tel: +91 22 2301 8261 / 0771
Email: [email protected]
ll. Code of Conduct

Your Company has received undertaking and declaration from each Director on fit and proper criteria in terms of the
provisions of RBI Master Directions. The Board of Directors has confirmed that all existing Directors are fit and proper to
continue to hold the appointment as Directors on the Board, as reviewed and recommended by the Nomination and
Remuneration Committee on fit and proper criteria under RBI Master Directions.
All the Directors of the Company have affirmed compliance with the Code of Conduct of the Company. The Declaration
of the same is provided in the Corporate Governance Report.
60
Certificate of Non-Disqualification of Directors
(Pursuant to Regulation 34(3) and Schedule V Para C Sub clause (10)(i) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015)
To,
The Members of
Mumbai
I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of NCL
Research & Financial Services Limited having CIN L65921MH1985PLC284739 and having registered office at Bhagyodaya
rd
Building, 3 Floor, 79, N. M. Road, Fort, Mumbai-400 023 (hereinafter referred to as ‘the Company’), produced before me
by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-
C Sub clause 10(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
In my opinion and to the best of my information and according to the verifications (including Directors Identification
Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the
Company & its officers, I hereby certify that none of the Directors on the Board of the Company as stated below for the
Financial Year ending on March 31, 2023 have been debarred or disqualified from being appointed or continuing as
directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any other Statutory
Authority.
Sr. Name of Director DIN Date of Appointment Date of Cessation
No.
th
1. Goutam Bose 02504803 26 Nov 2018 -
th
2. Haimonti Das 09705524 11 Oct 2022 -
th
3. Sudipta Bhattacharya 09708283 11 Oct 2022 -
th
4. Amita Bose 08282967 26 Nov 2018 -
5. Swagata Dasgupta 08212560 12th Feb 2022 -
6. Rajeswari Bangal 09440356 12th Feb 2022 -
Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the
management of the Company. My responsibility is to express an opinion on these based on my verification. This Certificate
is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the
management has conducted the affairs of the Company.
S/d-
KRITI DAGA
Place: Kolkata ACS No.: 26425, C. P. No. 14023
Date: April 28, 2023 PRB: 2380/2022
UDIN: A026425E000218155
ANNUAL CERTIFICATE UNDER REGULATION 26 (3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2015
To the Members of NCL Research & Financial Services Limited
As provided under Regulation 26 (3) of the SEBI Listing Regulations, 2015, all Board Members and Senior Management
Personnel have affirmed compliance with M/s. NCL Research & Financial Services Limited Code of Business Conduct and
Ethics for the year ended March 31, 2023.

S/d-
Goutam Bose
DIN : 02504803
Mumbai, May 29, 2023 Chairman & Managing Director
61
CEO / CFO Certification
We the undersigned, in our respective capacities as Managing Director and Chief Financial Officer of NCL Research &
Financial Services Limited (“the Company”) to the best of our knowledge and belief certify that:
1. We have reviewed the Balance Sheet as at March 31, 2023, Statement of Profit and Loss, the Statement of Changes
in Equity and the Statement of Cash Flows for the year then ended, and a summary of the significant accounting
policies and other explanatory information of the Company, and the Board’s report for the year ended March 31,
2023.
2. These statements do not contain any materially untrue statement or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report.
3. The financial statements, and other financial information included in this report, present in all material respects a
true and fair view of the Company’s affairs, the financial condition, results of operations and cash flows of the
Company as at, and for, the periods presented in this report, and are in compliance with the existing accounting
standards and / or applicable laws and regulations.
4. There are no transactions entered into by the Company during the year that are fraudulent, illegal or violate the
Company’s Code of Conduct and Ethics, except as disclosed to the Company’s auditors and the Company’s audit
committee of the Board of Directors.
5. We are responsible for establishing and maintaining disclosure controls and procedures and internal controls over
financial reporting for the Company.
6. We have disclosed, based on our most recent evaluation of the Company’s internal control over financial reporting,
wherever applicable, to the Company’s auditors and the audit committee of the Company’s Board (and persons
performing the equivalent functions):
a. Any deficiencies in the design or operation of internal controls, that could adversely affect the Company’s
ability to record, process, summarize and report financial data, and have confirmed that there have been no
material weaknesses in internal controls over financial reporting including any corrective actions with regard
to deficiencies.
b. Any significant changes in internal controls during the year covered by this report.
c. All significant changes in accounting policies during the year, if any, and the same have been disclosed in the
notes to the financial statements.
d. Any instances of significant fraud of which we are aware, that involve the Management or other employees
who have a significant role in the Company’s internal control system.
7. We affirm that we have not denied any personnel access to the audit committee of the Company (in respect of
matters involving alleged misconduct) and we have provided protection to whistle blowers from unfair termination
and other unfair or prejudicial employment practices.
8. We further declare that all Board members and senior management personnel have affirmed compliance with the
Code of Conduct and Ethics for the year covered by this report.
For NCL Research & Financial Services Limited For NCL Research & Financial Services Limited
S/d- S/d-
Pravin P. Talwatkar Goutam Bose
Chief Financial Officer DIN : 02504803
Chairman & Managing Director
Mumbai, May 29, 2023 Mumbai, May 29, 2023
62
Compliance Certificate from Auditors on Corporate Governance
The Members of NCL Research & Financial Services Limited

1. This certificate is issued in accordance with the terms of our engagement letter with the Company. We have
examined the compliance of conditions of corporate governance by NCL Research & Financial Services Limited
st
(the ‘Company’) for the year ended 31 March 2023, as stipulated in Regulations 17 to 27, clauses (b) to (i) of
Regulation 46(2), and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (the ‘Listing Regulations’) for the year ended March
31, 2023 as required by the Company for annual submission to the Stock Exchanges.
Management’s Responsibility
2. The compliance of conditions of corporate governance is the responsibility of the management of the Company
including the preparation and maintenance of all relevant supporting records and documents. This responsibility
also includes the designing, implementing and maintaining operating effectiveness of internal control to ensure
compliance with the conditions of corporate governance as stipulated in the Listing Regulations.
3. The Management along with the Board of Directors are also responsible for ensuring that the Company complies
with the conditions of Corporate Governance as stipulated in the Listing Regulations, issued by the Securities and
Exchange Board of India.
Auditor’s Responsibility
4. Pursuant to the requirements of the Listing Regulations, our responsibility is to express a reasonable assurance in
the form of an opinion as to whether the Company has complied with the conditions of corporate governance as
stated in paragraph 2 and 3 above. Our responsibility is limited to examining the procedures and implementation
thereof, adopted by the Company for ensuring the compliance with the conditions of corporate governance. It is
neither an audit nor an expression of opinion on the financial statements of the Company.
5. We have examined the relevant records of the Company in accordance with the applicable Generally Accepted
Auditing Standards in India, the Guidance Note on Certification of Corporate Governance issued by the Institute of
Chartered Accountants of India (the ‘ICAI’), and the Guidance Note on Reports or Certificates for Special Purposes
issued by the ICAI which requires that we comply with the ethical requirements of the Code of Ethics issued by the
ICAI.
6. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality
Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and
Related Services Engagements.
7. The procedures selected depend on the auditor’s judgement, including the assessment of the risks associated in
compliance of the Corporate Governance Report with the applicable criteria. Summary of procedures performed
include:
i. Read and understood the information prepared by the Company and included in its Corporate Governance
Report;
ii. Obtained and verified that the composition of the Board of Directors with respect to executive and non-
executive directors has been met throughout the reporting period;
iii. Obtained and read the Register of Directors as on March 31, 2023 and verified that at least one independent
woman director was on the Board of Directors throughout the year;
iv. Obtained and read the minutes of the following committee meetings / other meetings held from April 01,
2022 to March 31, 2023:
a) Board of Directors;
b) Audit Committee;
c) Annual General Meeting (AGM)
d) Nomination and Remuneration Committee;
e) Stakeholders Relationship Committee;
v. Verified the fee disclosures as required by Clause 10(k), Part C, Schedule V of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
vi. Obtained necessary declarations from the directors of the Company.
63
vii. Obtained and read the policy adopted by the Company for related party transactions.
viii. Obtained the schedule of related party transactions during the year and balances at the year- end. Obtained
and read the minutes of the audit committee meeting where in such related party transactions have been
pre-approved prior by the audit committee.
ix. Performed necessary inquiries with the management and also obtained necessary specific representations
from management.
8. The above-mentioned procedures include examining evidence supporting the particulars in the Corporate
Governance Report on a test basis. Further, our scope of work under this report did not involve us performing audit
tests for the purposes of expressing an opinion on the fairness or accuracy of any of the financial information or the
financial statements of the Company taken as a whole.
Opinion
9. Based on the procedures performed by us, as referred in paragraph 7 above, and according to the information and
explanations given to us, we are of the opinion that the Company has complied with the conditions of Corporate
Governance as specified in the Listing Regulations, as applicable for the year ended March 31, 2023, referred to in
paragraph 4 above.
Other matters and restriction on Use
10. This report is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with
which the management has conducted the affairs of the Company.
11. This report is addressed to and provided to the members of the Company solely for the purpose of enabling it to
comply with its obligations under the Listing Regulations with reference to compliance with the relevant
regulations of Corporate Governance and should not be used by any other person or for any other purpose.
Accordingly, we do not accept or assume any liability or any duty of care or for any other purpose or to any other
party to whom it is shown or into whose hands it may come without our prior consent in writing. We have no
responsibility to update this report for events and circumstances occurring after the date of this report.
S/d-
KRITI DAGA
Place: Kolkata ACS No.: 26425, C. P. No. 14023
Date: August 18, 2023 PRB: 2380/2022
UDIN: A026425E000825036
64
Independent Auditors’ Report Standalone Ind AS Financial Statements for the year ended 31st March 2023
To the Members of NCL Research & Financial Services Limited

Report on the Audit of the Standalone Ind AS Financial Statements
Qualified Opinion
We have audited the accompanying standalone financial statements of NCL Research & Financial Services Limited (“the
Company”), which comprise the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Changes in Equity, the Statement of Cash Flows and notes to the standalone Ind
AS financial statements, for the year ended on that date, and a summary of the significant accounting policies and other
explanatory information (hereinafter referred to as “the standalone financial statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone
financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give
a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with
the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally
accepted in India, of the state of affairs of the Company as at March 31, 2023, the profit and total comprehensive income,
changes in equity and its cash flows for the year ended on that date.
Basis for qualified opinion
We have sought and obtained all the information and explanations except as mentioned in basis of qualified opinion
paragraph, which to the best of our knowledge and belief were necessary for the purposes of our audit.
1. The company had not conducted the Fair Value Assessment for the Investments held of Rs. 14,58,08,500/- in the shares
of unlisted companies as required under Ind AS 109. Hence, we are unable to comment on the realizable value of such
investment.
2. The company had not conducted the Fair Value Assessment for the stock held of Rs. 10,00,250/- in the shares of listed
companies (these stocks are not traded since long time on stock exchange) as required under Ind AS 109. Hence, we
are unable to comment on the realizable value of such investment.
3. The Company has not complied with provision if Ind AS- 19 for employee benefits.
We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing
specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the
Auditor’s Responsibilities for the Audit of the Standalone Ind AS Financial Statements section of our report. We are
independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India
(ICAI) together with the independence requirements that are relevant to our audit of the standalone financial statements
under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.
Emphasis of Matter
We draw your attention to-
 Trade receivables amounting of ₹ 174.61 Lakhs are receivable since long time. As per management explanation, these
are recoverable and company is in process to recover.
 Other interest free advances (shown under other financial assets) amounting of ₹ 2586.05 Lakh given as advances to
various parties for share purchase of various companies. Out of the ₹ 2082.44 lakhs advances are outstanding since
long time. As per management explanation these are fully recoverable and company is in process to recover.
 Some of the balances of Trade Receivables, Deposits, Loans and Advances, Trade payable are subject to confirmation
from the respective parties and consequential reconciliation/adjustment arising there from, if any.
 We draw attention to Notes in respect of inadequacy and Inaccuracy of Supporting for some of the expenditure of
“revenue nature” for the year ended on March 31, 2023.
st
 The company has Net Tax Asset of ₹ 118.227 Lakhs (Shown under Current Tax Assets (Net) as on 31 March 2023
pertaining to various years. As per the management, company is in process to reconcile with tax department.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
Standalone Financial Statements of the current period. These matters were addressed in the context of our audit of the
65
Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion
on these matters. Based on the circumstances and facts of the audit and entity, there aren’t key audit matters to be
communicated in our report.
Information Other than the Standalone Financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors is responsible for the preparation of the other information. The other information
comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexures to
Board’s Report, Corporate Governance and Shareholder’s Information, but does not include the standalone financial
statements and our auditor’s report thereon.
Our opinion on the standalone Ind AS financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the Ind AS standalone financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the standalone Ind AS financial
statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we
are required to report that fact. We have nothing to report in this regard.
Management’s Responsibility for the Standalone Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the
preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial
performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with
the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under
section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility
also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of
the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design,
implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS
financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone Ind AS financial statements, management is responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative
but to do so.
The Board of Directors are responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone Ind AS financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these standalone Ind AS financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
 Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal controls.
 Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that
are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our
opinion on whether the Company has adequate internal financial controls system in place and the operating
effectiveness of such controls.
 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
66
 Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial
statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s However, future events or conditions may cause the Company to
cease to continue as a going concern.
 Evaluate the overall presentation, structure and content of the standalone financial statements, including the
disclosures, and whether the standalone financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be
influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our
audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the standalone financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of
such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in
terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the ‘Annexure A’, a statement on the
matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143(3) of the Act, based on our audit we report that :
a) We have sought and obtained all the information and explanations except as mentioned in basis of qualified
opinion paragraph, which to the best of our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears
from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of
Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the relevant
books of account.
d) In our opinion, the aforesaid Standalone Financial Statements comply with the Accounting Standards (AS)
specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 except as
mentioned in basis of qualified opinion paragraph
e) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by
the Board of Directors, none of the directors is disqualified as on March 31, 2023 from being appointed as a
director in terms of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company with
reference to these standalone Ind AS financial statements and the operating effectiveness of such controls,
refer to our separate Report in “Annexure B” to this report;
g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of
section 197(16) of the Act, as amended.
In our opinion and to the best of our information and according to the explanations given to us, the
remuneration paid by the Company to its Directors during the year is in accordance with the provisions of
section 197 of the Act.
67
h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and
according to the explanations given to us:
i. The Company does not have any pending litigation which would impact its financial position in its
financial statements;
ii. The Company does not have any long-term contracts including derivative contracts for which there were
any material foreseeable losses under the applicable law or accounting standards;
iii. The Company did not have any long-term contracts including derivative contracts for which there were
any material foreseeable losses under the applicable law or accounting standards;
iv. There were no amounts, which were required to be transferred to the Investor Education and Protection
Fund by the Company.
v. (a) The Management’s representation and to the best of our knowledge and belief, no funds (which
are material either individually or in the aggregate) have been advanced or loaned or invested
(either from borrowed funds or share premium or any other sources or kind of funds) by the
Company to or in any other person or entity, including foreign entity (“Intermediaries”), with the
understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether,
directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries;
(b) The Management has represented that, to the best of its knowledge and belief, no funds (which
are material either individually or in the aggregate) have been advanced or loaned or invested
(either from borrowed funds or share premium or any other sources or kind of funds) by the
Company to or in any other person or entity, including foreign entity (“Intermediaries”), with the
understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether,
directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries;
(c) The Management has represented, that, to the best of its knowledge and belief, no funds (which
are material either individually or in the aggregate) have been received by the Company from any
person or entity, including foreign entity (“Funding Parties”), with the understanding, whether
recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or
invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of
the Ultimate Beneficiaries;
(d) Based on the audit procedures that have been considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the
representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above,
contain any material misstatement.
vi. The Company has not paid or declared any dividend during the year and until the date of report; hence,
Compliance in accordance with section 123 of the Act is not applicable.
vii. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using
accounting software which has a feature of recording audit trail (edit log) facility is applicable to the
st
Company w.e.f. 1 April 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and
st
Auditors) Rules, 2014 is not applicable for the financial year ended 31 March 2023.
For DBS & Associates

Chartered Accountants
ICAI Registration No. 018627N
S/d-
Place: Mumbai Roxy Teniwal
Date: May 29, 2023 Partner
UDIN: 23141538BGYFQN4694 M. No. 141538
68
Annexure “A” to the Independent Auditors’ Report
(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the
Members of NCL Research & Financial Services Limited of even date)
i. In respect of the Company’s Property, Plant and Equipment and Intangible Assets:
a) A. The Company has maintained proper records showing full particulars, including quantitative details and
situation of Property, Plant and Equipment and relevant details of right-of-use assets.
B. The Company does have intangible assets during the year accordingly the requirement of clause (i)(B) of
paragraph 3 of the Order is not applicable to the Company.
b) As explained to us, Property, Plant and Equipment have been physically verified by the management at the
reasonable interval and no material discrepancies were noticed on such verification.
c) According to the information and explanation given to us and based on verification of records provided to us,
Company does not have the immovable properties, there for this clause does not applicable to Company.
d) The Company has not revalued its Property, Plant and Equipment (including Right of Use assets) during the
year.
e) As explained to us, no proceedings have been initiated or are pending against the company for holding any
benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made
thereunder.
ii. a) The inventory has been physically verified by the management during the year. In our opinion the frequency of
verification by the management is reasonable and the coverage and procedure for such verification is
appropriate and discrepancies of 10% or more in aggregate for each class of inventory were not noticed in
respect of such verification.
b) According to information and explanations given to us, the company has not been sanctioned working capital
limits in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of
current assets during any point of time of the year. Therefore, this clause is not applicable.
iii. a) The Company being a Non-Banking Finance Company, the provisions of clause 3(iii)(a) are not applicable to the
company.
b) According to the information and explanations given to us, the investments made, guarantees provided,
security given and the terms and conditions of the grant of all loans and advances in the nature of loans and
guarantees provided are not prima facie prejudicial to the company’s interest.
c) The Company being a Non-banking Finance company is in the business of as granting loans and advances in the
nature of loans. The schedule of repayment of principal and payment of interest has been stipulated and the
repayments or receipts are regular except accounts which are overdue are classified as special mention accounts
or non-performing assets as per RBI norms.
d) The total amount overdue for more than ninety days is ₹ 3263.49 Lakhs (principal plus interest). Based on the
information and explanations given to us and in our opinion reasonable steps have not been taken by the
company for recovery of principal and interest.
e) The company has not granted any loans or advances in the nature of loans either repayable on demand or
without specifying any terms or period of repayment.
iv. The Company is a registered Non-Banking Finance Company to which the provisions of Sections 185 and 186 of the
Companies Act, 2013, are not applicable, and hence reporting under clause (iv) of CARO 2020 is not applicable.
v. As per perusal of the books of Account of the Company it was found that company has received money by way of
deposits or loan or any other form amounting of Rs.1 Crore in the year financial 2021-22 and repaid in the financial
year 2022-23 which are deemed to be deposits covered under sections 73 to 76 of the Companies Act, 2013.
vi. As per information & explanation given by the management, the company has not required to maintenance of cost
records specified by the Central Government under sub-section (1) of section 148 of the Companies Act, hence this
clause is not Applicable to Companies.
vii. According to the information and explanations given to us, in respect of statutory and other dues:
a) According to the records of the Company, the company has been regular in depositing undisputed statutory
dues including Provident Fund, Goods and Services Tax, Sales tax, Wealth tax, Service tax, Custom duty,
69
Excise duty, cess and any other statutory dues, as applicable, with appropriate authorities. No undisputed
amounts payable in respect of aforesaid statutory dues were outstanding as on the last day of the financial
year for a period of more than six months from the date they became payable.
b) According to the information and explanations given to us, there is no statutory dues referred to in sub-clause
(a) that have not been deposited on account of any dispute except following:
Name of the Statue Nature of Dues Disputed Financial Year for Forum where
Amount which it relates dispute is pending
Income Tax Act, 1961 Income Tax 19,36,810 2013-14 CIT (Appeal)
Income Tax Act, 1961 Income Tax 81,340 2014-15 CIT (Appeal)
viii. As per the information and explanation provided to us and as represented to us, there were no transactions not
recorded in the books of account which have been surrendered or disclosed as income during the year in the tax
assessments under the Income Tax Act, 1961.
ix. a) In our opinion and according to the information and explanations given by the management, we are of the
opinion that the company has not defaulted in repayment of loans or other borrowings or in the payment of
interest thereon to any lender.
b) According to the information and explanations given by the management, the company is not declared willful
defaulter by any bank or financial institution or other lender;
c) In our opinion and according to the information and explanations given by the management, the Company has
not obtained money by way of term loans during the year hence this clause not Applicable.
d) In our opinion and according to the information and explanations given by the management, Company has not
raised short term funds hence this clause not applicable.
e) In our opinion and according to the information and explanations given by the management, the company has
not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries,
associates or joint ventures.
f) In our opinion and according to the information and explanations given by the management, the company has
not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate
companies.
x. a) During the year, the company has raised ₹ 4886.28 Lakh by way of Right Issue. Apart from this, the Company
did not raise any money by way of initial public offer or further public offer (including debt instruments) during
the year.
b) The company has not made any preferential allotment or private placement of shares or convertible debentures
(fully, partially or optionally convertible) during the year.
xi. a) According to the information and explanations given by the management, no fraud by the company or any
fraud on the company has been noticed or reported during the year.
b) No report under sub-section (12) of section 143 of the Companies Act has been filed in Form ADT-4 as
prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during
the year and upto the date of this report.
c) According to the information and explanations given to us by the management, no whistle-blower complaints
had been received by the company.
xii. The company is not a Nidhi Company. Therefore, clause xii is not applicable on the company.
xiii. According to the information and explanations given to us, all transactions with the related parties are in compliance
with sections 177 and 188 of Companies Act, where applicable and the details have been disclosed in the financial
statements.
xiv. In our opinion the Company has an adequate internal audit system commensurate with the size and the nature of its
business.
xv. On the basis of the information and explanations given to us, in our opinion during the year the company has not
entered into any non-cash transactions with directors or persons connected with him.
70
xvi. a) The Company is required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and it has
obtained the registration.
b) The company is in the business of and has carried on the business of Non- Banking Financial activities during
with valid Certificate of Registration (CoR) obtained from the Reserve Bank of India as per the Reserve Bank of
India Act, 1934.
c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank
of India. Accordingly, clause 3(xvi)(c) of the Order is not applicable.
d) In our opinion, there is no core investment company within the Group (as defined in the Core Investment
Companies (Reserve Bank) Directions, 2016) and accordingly reporting under clause 3(xvi)(d) of the Order is not
applicable.
xvii. Based on our examination, the company has not incurred cash losses in the financial year and in the immediately
preceding financial year.
xviii. There has been no resignation of the statutory auditors of the Company during the year. Accordingly, clause 3(xviii)
of the Order is not applicable.
xix. On the information obtained from the management and audit procedures performed and on the basis of the
financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities,
other information accompanying the financial statements, the auditor’s knowledge of the Board of Directors and
management plans, we are of the opinion that no material uncertainty exists as on the date of the audit report that
company is capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a
period of one year from the balance sheet date.
xx. Based on our examination, the provision of section 135 is not applicable on the company. Hence this clause is not
applicable on the company.
xxi. The reporting under clause 3(xxi) of the Order is not applicable in respect of audit of Standalone Financial
Statements. Accordingly, no comment in respect of the said clause has been included in this report.

S/d-
Roxy Teniwal
Place: Mumbai Partner
Date: May 29, 2023 M. No. 141538
UDIN: 23141538BGYFQN4694
71
Annexure “B” to the Independent Auditors’ Report
(Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the
Members of NCL Research & Financial Services Limited of even date)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143
of the Companies Act, 2013 (“the Act”)
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial
reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2023,
based on the internal control over financial reporting criteria established by the Company considering the essential
components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting issued by the Institute of Chartered Accountants of India.
Management’s Responsibility for Internal Financial Controls

The Company’s Management is responsible for establishing and maintaining internal financial controls based on the
internal control over financial reporting criteria established by the Company considering the essential components of
internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by
the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and
maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient
conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation
of reliable financial information, as required under the Companies Act, 2013.
Auditor’s Responsibility
Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company
based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and
the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an
audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial
controls over financial reporting was established and maintained and if such controls operated effectively in all material
respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls
system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial
reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk
that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the
risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
on the internal financial controls system over financial reporting of the Company.
Meaning of Internal Financial Controls with reference to Standalone Ind AS financial statements
A Company’s internal financial control with reference to these standalone Ind AS financial statements is a process
designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal
financial control with reference to financial statements includes those policies and procedures that
1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Company;
2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone Ind
AS financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the Company are being made only in accordance with authorizations of management and
directors of the Company; and
72
3. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the Company’s assets that could have a material effect on the standalone Ind AS financial
statements.
Inherent Limitations of Internal Financial Controls with reference to Standalone Ind AS financial statements
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of
collusion or improper management override of controls, material misstatements due to error or fraud may occur and not
be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future
periods are subject to the risk that the internal financial control over financial reporting may become inadequate
because of changes in conditions or that the degree of compliance with the policies or procedures ma deteriorate.
Opinion
In our opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting
with reference to these standalone financial statements and such internal financial controls over financial reporting with
reference to these standalone financial statements were operating effectively as at March 31, 2023, based on the internal
control over financial reporting criteria established by the Company considering the essential components of internal
control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the
Institute of Chartered Accountants of India.

S/d-
Place: Mumbai Roxy Teniwal
Date: May 29, 2023 Partner
UDIN: 23141538BGYFQN4694 M. No. 141538
73
STANDALONE BALANCE SHEET AS AT MARCH 31, 2023

PARTICULARS Note As at March 31, 2023 As at March 31, 2022
ASSETS
FINANCIAL ASSETS
a) Cash & Cash Equivalents 2 13.18 4.98
b) Bank balance other than (a) above 2 58.36 80.71
c) Receivables
(i) Trade Receivables 3 227.94 182.40
d) Loans & Advances 4 5,555.59 2,202.21
e) Investments 5 4,006.57 1,538.09
f) Other Financial Assets 6 2,834.91 2,082.44
Total Financial Assets 12,696.56 6,090.82
NON-FINANCIAL ASSETS
a) Current Tax Assets 7 118.23 112.45
b) Deferred Tax Assets - 0.16
c) Property Plant & Equipments 8 16.60 21.01
d) Inventories 9 67.15 203.70
e) Other Non-Financial Assets 10 5.88 1.52
Total Non-Financial Assets 207.86 338.83
TOTAL ASSETS …….. 12,904.41 6,429.66
FINANCIAL LIABILITIES
a) Payables
I. Trade Payables
i. Total Outstanding Dues of Micro Enterprises
and Small Enterprises - -
ii. Total Outstanding Dues of Creditors Other
than Micro Enterprises and Small Enterprises 11 14.41 17.91
II. Other Payables
i. Total Outstanding Dues of Micro Enterprises - -
and Small Enterprises
ii. Total Outstanding Dues of Creditors Other
Than Micro Enterprises and Small Enterprises 12 1.22 6.10
b) Borrowings (Unsecured Loan) - 100.00
c) Other Financial Liabilities 13 68.85 1.41
Total Payables 84.48 125.41
LIABILITIES
NON-FINANCIAL LIABILITIES
a) Deferred Tax Liabilities 14 394.36 -
b) Contingent Provisions against Standard Assets as per
RBI Rules 15 13.89 5.51
Total Non-Financial Liabilities 408.25 5.51
EQUITY
a) Equity Share Capital 16 10,703.28 5,817.00
b) Other Equity 17 1,708.40 481.74
Total Equity 12,411.68 6,298.74
TOTAL EQUITY & LIABILITIES …….. 12,904.41 6,429.66
The accompanying notes form part of Financial Statements 1 to 38
For DBS & Associates For & on behalf of the Board
Firm Registration No. 018627N S/d- S/d-
S/d- Goutam Bose Swagata Dasgupta
Roxy Teniwal Managing Director Director
Partner DIN : 02504803 DIN : 08212560
M. No. 141538
S/d- S/d-
Place: Mumbai Pravin P. Talwatkar Priya Mittal
Date: May 29, 2023 CFO Company Secretary
74
Standalone Statement of Profit & Loss for the Year ended March 31, 2023
Note No. Year Ended March Year Ended March
PARTICULARS
31, 2023 31, 2022
REVENUE FROM OPERATIONS
Interest Income 18 327.97 184.34
Sale of Shares 19 48.35 3.41
Net gain on fair value changes - -
Profit/(Loss) from Derivatives Trading - -
Dividend Received - -
Total Revenue 376.32 187.75
Other Income 20 19.92 9.40
Total Income 396.24 197.15
EXPENSES
Finance Costs 11.00 -
Net loss on fair value changes and loss in de-recognition of
financial instruments - -
Purchases 21 - 1.99
Changes in Inventories 22 136.55 (98.50)
Employee Benefits Expenses 23 38.42 31.80
Commission & Brokerages - 15.00
Depreciation and Amortization Expenses 9 5.00 5.26
Other Expenses 24 125.02 135.64
Total Expenses 315.99 91.19
PROFIT BEFORE TAXATION 80.25 105.95
Extra-Ordinary Items - -
Profit before Tax and after Extra-Ordinary Items 80.25 105.95
TAX EXPENSES 25
Current Tax 20.89 2.30
Deferred Tax Assets (0.71) -0.74
Tax adjustments for earlier years - -
Net Profit/(Loss) for the Year 60.07 104.39
Other Comprehensive Income
Items that will not be reclassified to Profit or Loss
Re-measurement of valuation of Inventories through OCI 1,570.20 -
Less: Income tax relating to above item (395.22) -
Items that will be reclassified to Profit or Loss
Re-measurement of valuation of Inventories through OCI - -
Less: Income tax relating to above item - -
Total other Comprehensive Income 1,174.98 -
Total Comprehensive Income inclusive of Profit & Loss 1,295.12 104.39
Earnings Per Equity Share: 26
Basic and Diluted (FV of ₹ 1/- each, PY ₹ 2/- each) 0.006 0.018
Goutam Bose Swagata Dasgupta
S/d- Managing Director Director
Roxy Teniwal DIN : 02504803 DIN : 08212560
Partner
M. No. 141538
S/d- S/d-
75
Statement of Cash Flow Annexed to the Balance Sheet for the Year ended March 31, 2023
Year Ended March Year Ended March
PARTICULARS
31, 2023 31, 2022
A. Cash Flow from Operating Activities
Net Profit before Tax and Extra-Ordinary Items 80.25 105.95
Adjustments for
Depreciation & Amortization Expenses 5.00 5.26
Dividend Received (14.23) -
Fair Value Measurement 1,570.20 -
Operating Profit before Working Capital changes 1,641.23 111.21
Adjustments for Working Capital Changes
Trade & Other Receivables (45.55) (6.54)
Loans & Advances (3,353.38) 1,773.24
Other Financial Assets (752.47) (1,480.54)
Inventories 136.55 (98.50)
Taxes (5.62) (16.17)
Other Non-Financial Assets (4.36) 1.36
Trade Payable (3.50) 17.91
Other Payables (4.87) (7.69)
Borrowings (100.00) 100.00
Other Financial Liabilities 67.44 (0.89)
Other Non-Financial Liabilities (0.86) (0.58)
Cash Generated from Operations (2,425.39) 392.81
Adjustment for Taxation (20.19) (1.56)
Net Cash From Operating Activities (A) (2,445.58) 391.25
B. Cash Flow From Investing Activities
Investment in Shares (2,486.49) (340.85)
Dividend Received 14.23 -
Purchase of Assets - -
Sale of Assets - -
Net Cash from Investing Activities (B) (2,454.26) (340.85)
C. Cash Flow from Financing Activities
Interest Expenses - -
Proceeds from Issue of Shares (Right Issue) 4,886.28
Purchase of Assets (0.59) (24.00)
Sale of Assets - -
Net Cash used in Financing Activities (C) 4,885.69 (24.00)
Net Increase in Cash & Cash Equivalents (A+B+C) (14.15) 26.41
Opening Balance of Cash & Cash Equivalents 85.69 59.29
Closing Balance of Cash & Cash Equivalents 71.54 85.69
Component of Cash & Cash Equivalent
Year Ended March Year Ended March Year Ended March
Particulars
31, 2023 31, 2022 31, 2021
Cash in Hand 13.18 4.98 16.66
Balances with Banks 58.36 80.71 42.62
Notes on Cash Flow Statement:
1. The above cash flow statement has been prepared under the indirect method as set out in Indian Accounting
Standard 7 on "Statement of Cash Flow" notified u/s 133 of Companies Act, 2013 ("Act") read with relevant rules
issued thereunder and the relevant provisions of the Act.
2. Change in Liabilities arising from Financing Activities:
Year Ended March Year Ended March
Particulars
31, 2023 31, 2022
Non-Current Borrowings
Opening Balance - -
Amount Borrowed during the year - -
Amount Repaid during the year - -
Closing Balance - -
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Short-term Borrowings
Opening Balance - -
Amount Borrowed during the year - 100.00
Amount Repaid during the year 100.00 -
Closing Balance - 100.00
Finance Cost
Opening Balance - -
Finance Cost incurrent during the year 11.00 -
Amount Paid during the Year 11.00 -
Closing Balance - -
Partner
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Statement of Changes in Equity for the Year ended March 31, 2023
PARTICULARS
A. Equity Share Capital
Balance as at March 31, 2021 2,908.50
Changes during the year 2,908.50
Changes during the year (Issue of Shares on Right basis) 4,886.28
B. Other Equity
Reserves & Surplus
General Statutory Other
Securities
Particulars Reserves Reserves (u/s Retained Comprehensive Total
Premium
45-IC of RBI Earnings Income
Reserves
Act, 1934)
Balance at the Opening of
st
Reporting Period i.e. 1 April 160.00 47.61 2903.20 170.61 - 3281.41
2021
Profit for the Year - 20.88 - 104.39 - 125.27
Transfer to Special Statutory
- - - -
Reserve as per RBI Act, 1934 (20.88) (20.88)
Transfer to Contingent Provision
against standard assets 0.25% of - - - 4.43 - 4.43
loan
Transfer to Equity Capital (Issue
(2903.20) (5.30) (2908.50)
of Bonus Equity Shares)
Balance at the end of Reporting
st 160.00 68.49 - 253.25 - 481.74
Period i.e. 31 March 2022
Balance at the Opening of
st 160.00 68.49 - 253.25 - 481.74
Reporting Period i.e. 1 April 2022
Profit for the Year - 12.01 - 60.07 - 72.08
Transfer to Special Statutory
- - - -
Reserve as per RBI Act, 1934 (12.01) (12.01)
Transfer to Contingent Provision
against standard assets 0.25% of - - - (8.38) - (8.38)
loan
- - - - 1,174.98 1,174.98
for the Year*
Balance at the end of Reporting
st 160.00 80.50 - 292.92 1,174.98 1,708.41
Period i.e. 31 March 2023
*Movement in other comprehensive income relates to re-measurements of valuation of Inventories through OCI
Nature of Reserves:
a) Securities Premium Reserve: Securities premium reserve is used to record the premium on issue of shares. The
reserve is utilised in accordance with the provision of the Companies Act, 2013.
b) Retained Earnings: Retained earnings are the profits that the Company has earned till date, less any transfers to
other reserve, dividends or other distributions paid to shareholders.
c) General Reserves: The reserve is utilised in accordance with the provision of the Companies Act, 2013.
Partner
M. No. 141538
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(All amounts in ₹ in Lakh except share data and unless otherwise stated)
st
Notes to the financial statements for the year ended 31 March 2023
BRIEF PROFILE
th
The company is incorporated on 4 February 1985 at Mumbai, Maharashtra, India. It is a Public limited company by its
shares. The company is one of the RBI registered Non-Deposit taking Company NBFC and is into the business of Finance
and Investments. The activities of the company includes financing, investing in shares & other securities, Commodities
and other related activities of capital market.
rd
The Registered Office of the Company is situated at Bhagyodaya Building, 3 Floor, 79, N. M. Road, Fort, Mumbai-400
023.
1. SIGNIFICANT ACCOUNTING POLICIES
1.1 Statement of compliance
The financial statements have been prepared in accordance with the provisions of the Companies Act, 2013 and the
Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as
amended from time to time) issued by Ministry of Corporate Affairs in exercise of the powers conferred by section
133 read with sub-section (1) of section 210A of the Companies Act, 2013. In addition, the guidance
notes/announcements issued by the Institute of Chartered Accountants of India (ICAI) are also applied along with
compliance with other statutory promulgations require a different treatment.
The financial statements for the year ended March 31, 2023 of the Company is the first financial statements prepared
in compliance with Ind AS. The date of transition to Ind AS is April 1, 2017. The financial statements upto the year
ended March 31, 2018, were prepared in accordance with the accounting standards notified under the Companies
(Accounting Standards) Rules, 2006 (“Previous GAAP”) and other relevant provisions of the Act. The figures for the
year ended March 31, 2018 have now been restated under Ind AS to provide comparability. Refer Note 43 for the
details of first-time adoption exemptions availed by the Company.
1.2 Basis of preparation:
The financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the
Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time and notified under section 133
of the Companies Act, 2013 (the Act) along with other relevant provisions of the Act and the Master Direction – Non-
Banking Financial Company (Reserve Bank) Directions, 2016 (‘the NBFC Master Directions’) issued by RBI. These
financial statements have been prepared and presented under the historical cost convention, on the accrual basis of
accounting except for certain financial assets and liabilities that are measured at fair values at the end of each
reporting period, as stated in the accounting policies stated out below.
The Financial statements have been prepared on a going concern basis. The Company presents its balance sheet in
order of Liquidity.
Accounting policies have been consistently applied except where newly issued accounting standard is initially
adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.
Fair value measurements under Ind AS are categorized into Level 1, 2, or 3 based on the degree to which the inputs to
the fair value measurements are observable and the significance of the inputs to the fair value measurement in its
entirety, which are described as follows:
 Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the
Company can access at reporting date
• Level 2 inputs are inputs, other than quoted prices included within level 1, that are observable for the asset or
liability, either directly or indirectly; and
• Level 3 inputs are unobservable inputs for the valuation of assets or liabilities
1.3 Presentation of financial statements:
The Balance Sheet and the Statement of Profit and Loss are prepared and presented in the format prescribed in the
Division III to Schedule III to the Companies Act, 2013 (“the Act”) applicable for Non-Banking Finance Companies
(“NBFC”). The Statement of Cash Flows has been prepared and presented as per the requirements of Ind AS 7
“Statement of Cash Flows”. The disclosure requirements with respect to items in the Balance Sheet and Statement of
Profit and Loss, as prescribed in the Schedule III to the Act, are presented by way of notes forming part of the
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financial statements along with the other notes required to be disclosed under the notified accounting Standards and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Amounts in the financial statements are presented in Indian Rupees rounded off to zero decimal places as permitted
by Schedule III to the Companies Act, 2013. Per share data are presented in Indian Rupee to two decimal places.
1.4 Revenue Recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the
revenue can be reliably measured and there exists reasonable certainty of its recovery. Revenue is measured at the
fair value of the consideration received or receivable as reduced for estimated customer credits and other similar
allowances.
Income from arbitrage comprises profit / loss on sale of securities held as stock-in-trade and profit / loss on equity
derivative instruments is accounted as per following:
i. Interest income is recognised in the Statement of Profit and Loss and for all financial instruments except for
those classified as held for trading or those measured or designated as at fair value through profit or loss
(FVTPL) is measured using the effective interest method (EIR).
The calculation of the EIR includes all fees and points paid or received between parties to the contract that are
incremental and directly attributable to the specific lending arrangement, transaction costs, and all other
premiums or discounts. For financial assets at FVTPL transaction costs are recognised in profit or loss at initial
recognition.
The interest income is calculated by applying the EIR to the gross carrying amount of non-credit impaired
financial assets (i.e. at the amortised cost of the financial asset before adjusting for any expected credit loss
allowance). For credit-impaired financial assets the interest income is calculated by applying the EIR to the
amortised cost of the credit-impaired financial assets (i.e. the gross carrying amount less the allowance for
expected credit losses (ECLs)). For financial assets originated or purchased credit-impaired (POCI) the EIR
reflects the ECLs in determining the future cash flows expected to be received from the financial asset.
ii. Dividend income is recognised when the Company’s right to receive dividend is established by the reporting
date and no significant uncertainty as to collectability exists.
iii. Fee and commission income and expense include fees other than those that are an integral part of EIR. The fees
included in the Company statement of profit and loss include among other things fees charged for servicing a
loan, non-utilisation fees relating to loan commitments when it is unlikely that these will result in a specific
lending arrangement and loan advisory fees.
iv. Profit / loss on sale of securities are determined based on the FIFO cost of the securities sold.
v. Profit / loss on FNO Segment and Commodity transactions is accounted for as explained below:
Initial and additional margin paid over and above initial margin for entering into contracts for Equity Index /
Stock Futures / Commodity Spot Trading/ Currency Futures and or Equity Index / Stock Options / Currency
Options, which are released on final settlement / squaring-up of underlying contracts, are disclosed under
“Other current assets”. Mark-to-market margin-Equity Index / Stock Futures / Currency Futures representing the
amounts paid in respect of mark to market margin is disclosed under “Other current assets”.
"Equity Index / Stock Option / Currency Option Premium Account" represents premium paid or received for
buying or selling the Options, respectively.
On final settlement or squaring up of contracts for Equity Index / Stock Futures / Currency Future, the realized
profit or loss after adjusting the unrealized loss already accounted, if any, is recognized in the Statement of
Profit and Loss. On settlement or squaring up of Equity Index / Stock Options / Currency Option, before expiry,
the premium prevailing in "Equity Index / Stock Option / Currency Option Premium Account" on that date is
recognized in the Statement of Profit and Loss.
As at the Balance Sheet date, the Mark to Market / Unrealised Profit / (Loss) on all outstanding arbitrage
portfolio comprising of Securities and Equity / Currency Derivatives positions is determined on scrip basis with
net unrealized losses on scrip basis being recognized in the Statement of Profit and Loss and the net unrealized
gains on scrip basis are ignored.
vi. Other operational revenue represents income earned from the activities incidental to the business and is
recognised when the right to receive the income is established as per the terms of the contract.
1.5 Property, Plant and Equipments
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Freehold land is carried at historical cost. All other items of property, plant and equipment are stated at historical
cost less depreciation less impairment loss, if any. Historical cost comprises of purchase price, including non-
refundable purchase taxes, after deducting trade discounts and rebates, any directly attributable cost of bringing the
item to its working condition for its intended use.
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only
when it is probable that future economic benefits associated with the item will flow to the Company and the cost of
the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is
derecognized when replaced. All other repairs and maintenance are charged to statement of profit or loss during the
reporting period in which they are incurred.
If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted
for as separated items (major components) of property, plant and equipment.
Depreciation methods, estimated useful lives and residual value:
Depreciation is provided on the written down value method over the estimated useful lives of the assets which in
certain cases may be different than the rate prescribed in Schedule II to the Companies Act, 2013, in order to reflect
the actual usages of the assets.
The asset’s residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting
period. The asset’s residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each
reporting period.
Useful life as prescribed in Useful life as followed by
Class of Assets Schedule II of Companies Act, 2013 the Company (in year)
(in years)
Computers 3 3
Furniture & Fixtures 10 10
Office Equipments 5 5
Vehicles 8 8
The assets’ residual values, useful lives and method of depreciation are reviewed, and adjusted if appropriate, at the
end of each reporting period.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is
greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with carrying amount and are recognized as
income or expense in the statement of profit and loss.
1.6 Intangible assets:

Intangible assets are recognised when it is probable that the future economic benefits that are attributable to the
asset will flow to the enterprise and the cost of the asset can be measured reliably. Intangible assets are stated at
original cost net of tax/duty credits availed, if any, less accumulated amortisation and cumulative impairment. Direct
expenses and administrative and other general overhead expenses that are specifically attributable to acquisition of
intangible assets are allocated and capitalised as a part of the cost of the intangible assets.
Intangible assets not ready for the intended use on the date of Balance Sheet are disclosed as “Intangible assets
under development”.
Intangible assets are amortised on written down value method over the estimated useful life. The method of
amortisation and useful life are reviewed at the end of each accounting year with the effect of any changes in the
estimate being accounted for on a prospective basis.
An intangible asset is de-recognised on disposal, or when no future economic benefits are expected from use or
disposal. Gains or losses arising from de-recognition of an intangible asset are recognised in profit or loss when the
asset is derecognised.
1.7 Impairment of tangible and intangible assets other than goodwill

As at the end of each accounting year, the Company reviews the carrying amounts of its PPE and intangible assets to
determine whether there is any indication that those assets have suffered an impairment loss. If such indication
exists, the PPE, investment property and intangible assets are tested for impairment so as to determine the
impairment loss, if any. Goodwill and the intangible assets with indefinite life are tested for impairment each year.
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Impairment loss is recognised when the carrying amount of an asset exceeds its recoverable amount. Recoverable
amount is determined in the case of an individual asset, at the higher of the net selling price and the value in use.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present value using a pretax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset for which the estimates of future
cash flows have not been adjusted.
If recoverable amount of an asset (or cash generating unit) is estimated to be less than its carrying amount, such
deficit is recognised immediately in the Statement of Profit and Loss as impairment loss and the carrying amount of
the asset (or cash generating unit) is reduced to its recoverable amount. For this purpose, the impairment loss
recognised in respect of a cash generating unit is allocated first to reduce the carrying amount of any goodwill
allocated to such cash generating unit and then to reduce the carrying amount of the other assets of the cash
generating unit on a pro-rata basis.
When an impairment loss subsequently reverses, the carrying amount of the asset (or cash generating unit), except
for allocated goodwill, is increased to the revised estimate of its recoverable amount, but so that the increased
carrying amount does not exceed the carrying amount that would have been determined had no impairment loss is
recognised for the asset (or cash generating unit) in prior years. A reversal of an impairment loss (other than
impairment loss allocated to goodwill) is recognised immediately in the Statement of Profit and Loss.
1.8 Employee benefits:

i. Short term employee benefits:
Employee benefits falling due wholly within twelve months of rendering the service are classified as short term
employee benefits and are expensed in the period in which the employee renders the related service. Liabilities
recognised in respect of short-term employee benefits are measured at the undiscounted amount of the
benefits expected to be paid in exchange for the related service.
ii. Post-employment benefits:
a) Defined contribution plans: The Company’s superannuation scheme, state governed provident fund
scheme, employee state insurance scheme and employee pension scheme are defined contribution
plans. The contribution paid/ payable under the schemes is recognised during the period in which the
employee renders the related service.
b) Defined benefit plans: The employees’ gratuity fund schemes and employee provident fund schemes
managed by board of trustees established by the Company, the post-retirement medical care plan and
the Parent Company pension plan represent defined benefit plans. The present value of the obligation
under defined benefit plans is determined based on actuarial valuation using the Projected Unit Credit
Method.
The obligation is measured at the present value of the estimated future cash flows using a discount rate
based on the market yield on government securities of a maturity period equivalent to the weighted
average maturity profile of the defined benefit obligations at the Balance Sheet date.
Re-measurement, comprising actuarial gains and losses, the return on plan assets (excluding amounts
included in net interest on the net defined benefit liability or asset) and any change in the effect of asset
ceiling (if applicable) is recognised in other comprehensive income and is reflected in retained earnings
and the same is not eligible to be reclassified to profit or loss.
Defined benefit costs comprising current service cost, past service cost and gains or losses on
settlements are recognised in the Statement of Profit and Loss as employee benefit expenses. Interest
cost implicit in defined benefit employee cost is recognised in the Statement of Profit and Loss under
finance cost. Gains or losses on settlement of any defined benefit plan are recognised when the
settlement occurs. Past service cost is recognised as expense at the earlier of the plan amendment or
curtailment and when the Company recognizes related restructuring costs or termination benefits.
In case of funded plans, the fair value of the plan assets is reduced from the gross obligation under the
defined benefit plans to recognise the obligation on a net basis.
iii. Long term employee benefits:
The obligation recognised in respect of long term benefits such as long term compensated absences is
measured at present value of estimated future cash flows expected to be made by the Company and is
recognised in a similar manner as in the case of defined benefit plans vide (ii) (b) above.
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iv. Termination benefits:

Termination benefits such as compensation under employee separation schemes are recognised as expense
when the Company’s offer of the termination benefit is accepted or when the Company recognises the related
restructuring costs whichever is earlier.
1.9 Financial instruments:

Financial assets and financial liabilities are recognised in the Company’s balance sheet when the Company becomes a
party to the contractual provisions of the instrument.
Recognised financial assets and financial liabilities are initially measured at fair value. Transaction costs that are
directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets
and financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial
liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial
assets or financial liabilities at FVTPL are recognised immediately in profit or loss.
A financial asset and a financial liability is offset and presented on net basis in the balance sheet when there is a
current legally enforceable right to set-off the recognised amounts and it is intended to either settle on net basis or to
realise the asset and settle the liability simultaneously.
1.10 Write off:
Loans and debt securities are written off when the Company has no reasonable expectations of recovering the
financial asset (either in its entirety or a portion of it). This is the case when the Company determines that the
borrower does not have assets or sources of income that could generate sufficient cash flows to repay the amounts
subject to the write-off. A write-off constitutes a de-recognition event. The Company may apply enforcement
activities to financial assets written off. Recoveries resulting from the Company’s enforcement activities will result in
impairment gains.
1.11 Impairment:
The Company recognises loss allowances for ECLs on the following financial instruments that are not measured at
FVTPL:
o Loans and advances to customers;
o Debt investment securities;
o Trade and other receivable;
o Lease receivables;
o Irrevocable loan commitments issued; and
o Financial guarantee contracts issued.
Credit-impaired financial assets
A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future
cash flows of the financial asset have occurred. Credit-impaired financial assets are referred to as Stage 3 assets.
Evidence of credit impairment includes observable data about the following events:
o significant financial difficulty of the borrower or issuer;
o a breach of contract such as a default or past due event;
o the lender of the borrower, for economic or contractual reasons relating to the borrower’s financial difficulty,
having granted to the borrower a concession that the lender would not otherwise consider;
o the disappearance of an active market for a security because of financial difficulties; or
o the purchase of a financial asset at a deep discount that reflects the incurred credit losses.
It may not be possible to identify a single discrete event instead; the combined effect of several events may have
caused financial assets to become credit-impaired. The Company assesses whether debt instruments that are
financial assets measured at amortised cost or FVTOCI are credit-impaired at each reporting date. To assess if
corporate debt instruments are credit impaired, the Company considers factors such as bond yields, credit ratings
and the ability of the borrower to raise funding.
A loan is considered credit-impaired when a concession is granted to the borrower due to a deterioration in the
borrower’s financial condition, unless there is evidence that as a result of granting the concession the risk of not
receiving the contractual cash flows has reduced significantly and there are no other indicators of impairment. For
financial assets where concessions are contemplated but not granted the asset is deemed credit impaired when there
83
is observable evidence of credit-impairment including meeting the definition of default. The definition of default (see
below) includes unlikeliness to pay indicators and a back-stop if amounts are overdue for 90 days or more.
1.12 Cash and bank balances:

Cash and bank balances also include fixed deposits, margin money deposits, earmarked balances with banks and
other bank balances which have restrictions on repatriation. Short term and liquid investments being subject to more
than insignificant risk of change in value, are not included as part of cash and cash equivalents.
1.13 Securities premium account:

i. Securities premium includes:
 The difference between the face value of the equity shares and the consideration received in respect of
shares issued pursuant to Stock Option Scheme.
 The fair value of the stock options which are treated as expense, if any, in respect of shares allotted pursuant
to Stock Options Scheme.
ii. The issue expenses of securities which qualify as equity instruments are written off against securities premium
account.
1.14 Borrowing costs:

Borrowing costs include interest expense calculated using the effective interest method, finance charges in respect of
assets acquired on finance lease and exchange differences arising from foreign currency borrowings, to the extent
they are regarded as an adjustment to interest costs.
Borrowing costs net of any investment income from the temporary investment of related borrowings, that are
attributable to the acquisition, construction or production of a qualifying asset are capitalised as part of cost of such
asset till such time the asset is ready for its intended use or sale. A qualifying asset is an asset that necessarily
requires a substantial period of time to get ready for its intended use or sale. All other borrowing costs are recognised
in profit or loss in the period in which they are incurred.
1.15 Accounting and reporting of information for Operating Segments:

Operating segments are those components of the business whose operating results are regularly reviewed by the
chief operating decision making body in the Company to make decisions for performance assessment and resource
allocation. The reporting of segment information is the same as provided to the management for the purpose of the
performance assessment and resource allocation to the segments. Segment accounting policies are in line with the
accounting policies of the Company.
1.16 Foreign currencies:

i. The functional currency and presentation currency of the Company is Indian Rupee. Functional currency of the
Company and foreign operations has been determined based on the primary economic environment in which
the Company and its foreign operations operate considering the currency in which funds are generated, spent
and retained.
ii. In currencies other than the Company’s functional currency are recorded on initial recognition using the
exchange rate at the transaction date. At each Balance Sheet date, foreign currency monetary items are
reported at the prevailing closing spot rate. Non-monetary items that are measured in terms of historical cost in
foreign currency are not retranslated.
Exchange differences that arise on settlement of monetary items or on reporting of monetary items at each
Balance Sheet date at the closing spot rate are recognised in the Statement of Profit and Loss in the period in
which they arise.
iii. Financial statements of foreign operations whose functional currency is different than Indian Rupees are
translated into Indian Rupees as follows –
A. assets and liabilities for each Balance Sheet presented are translated at the closing rate at the date of
that Balance Sheet;
B. income and expenses for each income statement are translated at average exchange rates; and
84
C. all resulting exchange differences are recognised in other comprehensive income and accumulated in
equity as foreign currency translation reserve for subsequent reclassification to profit or loss on disposal
of such foreign operations.
1.17 Taxation:
Current Tax:
Tax on income for the current period is determined on the basis of taxable income (or on the basis of book profits
wherever minimum alternate tax is applicable) and tax credits computed in accordance with the provisions of the
Income Tax Act, 1961 and based on the expected outcome of assessments/appeals.
Deferred Tax:
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the
Company’s financial statements and the corresponding tax bases used in computation of taxable profit and
quantified using the tax rates and laws enacted or substantively enacted as on the Balance Sheet date.
Deferred tax assets are generally recognised for all taxable temporary differences to the extent that is probable that
taxable profit will be available against which those deductible temporary differences can be utilised. The carrying
amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no
longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets relating to unabsorbed depreciation/business losses/losses under the head “capital gains” are
recognised and carried forward to the extent of available taxable temporary differences or where there is convincing
other evidence that sufficient future taxable income will be available against which such deferred tax assets can be
realised. Deferred tax assets in respect of unutilised tax credits which mainly relate to minimum alternate tax are
recognised to the extent it is probable of such unutilised tax credits will get realised.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the
manner in which the Company expects, at the end of reporting period, to recover or settle the carrying amount of its
assets and liabilities.
Transaction or event which is recognised outside profit or loss, either in other comprehensive income or in equity, is
recorded along with the tax as applicable.
1.18 Provisions, contingent liabilities and contingent assets:

Provisions are recognised only when:
i. an Company entity has a present obligation (legal or constructive) as a result of a past event; and
ii. it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation; and
iii. a reliable estimate can be made of the amount of the obligation
Provision is measured using the cash flows estimated to settle the present obligation and when the effect of time
value of money is material, the carrying amount of the provision is the present value of those cash flows.
Reimbursement expected in respect of expenditure required to settle a provision is recognised only when it is
virtually certain that the reimbursement will be received.
Contingent liability is disclosed in case of:
i. a present obligation arising from past events, when it is not probable that an outflow of resources will be
required to settle the obligation; and
ii. a present obligation arising from past events, when no reliable estimate is possible.
Contingent assets are disclosed where an inflow of economic benefits is probable. Provisions, contingent liabilities
and contingent assets are reviewed at each Balance Sheet date.
Where the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected
to be received under such contract, the present obligation under the contract is recognised and measured as a
provision.
1.19 Statement of cash flows:

Statement of cash flows is prepared segregating the cash flows into operating, investing and financing activities.
Cash flow from operating activities is reported using indirect method adjusting the net profit for the effects of:
85
i. changes during the period in operating receivables and payables transactions of a non-cash nature;
ii. non-cash items such as depreciation, provisions, deferred taxes, un-realised gains and losses; and
iii. all other items for which the cash effects are investing or financing cash flows.
Cash and cash equivalents (including bank balances) shown in the Statement of Cash Flows exclude items which are
not available for general use as on the date of Balance Sheet.
1.20 Earnings per share:

The Company presents basic and diluted earnings per share data for its ordinary shares. Basic earnings per share is
calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted
average number of ordinary shares outstanding during the year. Diluted earnings per share is determined by
adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares
outstanding, adjusted for own shares held, for the effects of all dilutive potential ordinary shares.
1.21 Key source of estimation:

The preparation of financial statements in conformity with Ind AS requires that the management of the Company
makes estimates and assumptions that affect the reported amounts of income and expenses of the period, the
reported balances of assets and liabilities and the disclosures relating to contingent liabilities as of the date of the
financial statements. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates include useful lives of property, plant and equipment & intangible assets, expected credit loss
on loan books, future obligations in respect of retirement benefit plans, fair value measurement etc. Difference, if
any, between the actual results and estimates is recognised in the period in which the results are known.
1.22 Changes in Accounting Standard and recent accounting pronouncements (New Accounting Standards issued
but not effective):
On March 30, 2022, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards)
(Amendments) Rules, 2019, notifying Ind AS 116 on Leases. Ind AS 116 would replace the existing leases standard Ind
AS 17. The standard sets out the principles for the recognition, measurement, presentation and disclosures for both
parties to a contract, i.e. the lessee and the lessor. Ind AS 116 introduces a single lease accounting model and requires
a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying
asset is of low value. Currently for operating lease, rentals are charged to the statement of profit and loss. The
Company is currently evaluating the implication of Ind AS 116 on the financial statements.
The Companies (Indian Accounting Standards) Amendment Rules, 2019 notified amendments to the following
accounting standards. The amendments would be effective from April 1, 2019
a) Ind AS 12, Income taxes — Appendix C on uncertainty over income tax treatments
b) Ind AS 19— Employee benefits
c) Ind AS 23 – Borrowing costs
d) Ind AS 28— investment in associates and joint ventures
e) Ind AS 103 and Ind AS 111 — Business combinations and joint arrangements
f) Ind AS 109 — Financial instruments
The Company is in the process of evaluating the impact of such amendments.
1.23 Inventories
Inventories have been valued at the method prescribed in the Accounting Standards.
1.24 Other Income Recognition

Interest on Loan is booked on a time proportion basis taking into account the amounts invested and the rate of
interest.
Dividend income on investments is accounted for when the right to receive the payment is established.
1.25 Purchases
Purchase is recognized on passing of ownership in share based on broker’s purchase note.
1.26 Expenditure
86
Expenses are accounted for on accrual basis and provision is made for all known losses and liabilities.
1.27 Investments
Current investments are stated at the lower of cost and fair value. Long-term investments are stated at cost. A
provision for diminution is made to recognise a decline, other than temporary, in the value of long-term investments.
Investments are classified into current and long-term investments.
Investments that are readily realisable and are intended to be held for not more than one year from the date, on
which such investments are made, are classified as current investments. All other investments are classified as non-
current investments.
1.28 Related Parties

Parties are considered to be related if at any time during the reporting period one party has the ability to control the
other party or exercise significant influence over the other party in making financial and/or operating decisions.
As required by AS-18 “Related Party Disclosure” only following related party relationships are covered:
i. Enterprises that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are
under common control with, the reporting enterprise (this includes holding Companies, subsidiaries and fellow
subsidiaries);
ii. Associates and joint ventures of the reporting enterprise and the investing party or venture in respect of which
the reporting enterprise is an associate or a joint venture;
iii. Individuals owning, directly or indirectly, an interest in the voting power of the reporting enterprise that gives
them control or significant influence over the enterprise, and relatives of any such individual;
iv. Key management personnel (KMP) and relatives of such personnel; and
v. Enterprises over which any person described in (iii) or (iv) is able to exercise significant influence.
1.29 Stock In Trade

Shares are valued at cost or market value, whichever is lower. The comparison of Cost and Market value is done
separately for each category of Shares.
Units of Mutual Funds are valued at cost or market value whichever is lower. Net asset value of units declared by
mutual funds is considered as market value for non-exchange traded Mutual Funds.
1.30 Fair Value Hierarchy

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
1.31 Financial Risk Management Objectives and Policies:

The Company’s activities are exposed to a variety of Financial Risks from its Operations. The key financial risks
include Market risk, Credit risk and Liquidity risk.
i. Market Risk:
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of
changes in market prices. Market risk comprises mainly three types of risk, foreign currency risk, Interest rate
risk and other price risk such as Equity price risk and Commodity Price risk.
ii. Foreign Currency Risk:
There are no Foreign Currency transactions during the financial year.
iii. Foreign Currency Sensitivity:
There are no Foreign Currency transactions during the financial year.
iv. Credit Risk:
Credit risk is the risk that counterparty might not honor its obligations under a financial instrument or
customer contract, leading to a financial loss. The company is exposed to credit risk from its operating
activities (primarily trade receivables).
87
v. Trade Receivables:
Customer credit risk is managed based on company’s established policy, procedures and controls. The
company assesses the credit quality of the counterparties, taking into account their financial position, past
experience and other factors.
Credit risk is reduced by receiving pre-payments and export letter of credit to the extent possible. The
Company has a well-defined sales policy to minimize its risk of credit defaults. Outstanding customer
receivables are regularly monitored and assessed. The Company follows the simplified approach for
recognition of impairment loss and the same, if any, is provided as per its respective customer's credit risk as
on the reporting date.
vi. Liquidity Risk:
Liquidity risk is the risk, where the company will encounter difficulty in meeting the obligations associated
with its financial liabilities that are settled by delivering cash or another financial asset. The company's
approach is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due.
1.32 Summary of Significant Accounting Policies General
 Contingent Liabilities & Commitments - Nil
 Additional Information disclosed as per Part II of the Companies Act, 2013 – Nil
1.33 Cash and cash Equivalents

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand,
deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of
three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant
risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the
balance sheet.
1.34 Earnings/(loss) per share

i. Basic earnings/ (loss) per share
Basic earnings / (loss) per share is calculated by dividing:
• the profit attributable to owners of the Company
• by the weighted average number of equity shares outstanding during the financial year.
ii. Diluted earnings / (loss) per share
Diluted earnings / (loss) per share adjusts the figures used in the determination of basic earnings per share to
take into account:
• the after income tax effect of interest and other financing costs associated with dilutive potential equity
shares, and
• the weighted average number of additional equity shares that would have been outstanding assuming the
conversion of all dilutive potential equity shares.
Note 2 – Cash & Cash Equivalents

As at March As at March
Particulars
31, 2023 31, 2022
Balances with Banks in Current Accounts 58.36 80.71
Cash In Hand 13.18 4.98
TOTAL …… 71.54 85.69
Note 3 – Trade Receivables

Particulars
31, 2023 31, 2022
Unsecured, Considered Good
Receivables Considered Good-Un-Secured 227.94 182.40
Receivables having significant increase in Credit Risk - -
TOTAL …… 227.94 182.40
88
st
Trade Receivables ageing schedule as at 31 March, 2023
Outstanding for following periods from due date
of Payment
Particulars Less 6 More Total
1-2 2-3
than 6 Months than 3
Years Years
Months -1 Year Years
i. Undisputed Trade Receivables-Considered Good 45.54 - 7.79 - 174.61 227.94
ii. Undisputed Trade Receivables-Considered
Doubtful - - - - - -
iii. Disputed Trade Receivables Considered Good - - - - - -
iv. Disputed Trade Receivables Considered Doubtful - - - - - -
st
Trade Receivables ageing schedule as at 31 March, 2022
Outstanding for following periods from due date
of Payment
Particulars Less 6 More Total
1-2 2-3
than 6 Months than 3
Years Years
Months -1 Year Years
i. Undisputed Trade Receivables-Considered Good 7.79 49.48 - - 174.61 182.40
ii. Undisputed Trade Receivables-Considered
Doubtful - - - - - -
iii. Disputed Trade Receivables Considered Good - - - - - -
iv. Disputed Trade Receivables Considered Doubtful - - - - - -
Note 4 – Short Term Loans & Advances

Particulars
31, 2023 31, 2022
i. Gross Loans 5,555.59 2,202.21
Less: Impairment Loss Allowance - -
ii. Loans in India 5,555.59 2,202.21
Less: Impairment Loss Allowance - -
Net Loan Amount …… 5,555.59 2,202.21
Note 5 – Investments (valued at Fair Value through OCI)

No. of As at March As at March
Particulars
Shares 31, 2023 31, 2022
(A) In Fully Paid Equity Shares in (Quoted)
Adani Ports and Special Economic Zone Ltd. 500 3.16 -
Bajaj Finance Ltd. 500 28.08 -
Bajaj Finserv Ltd. 2500 31.66 -
Bikaji Foods International Ltd. 500 1.81 -
BLB Ltd. 25000 5.42 -
Confidence Petro Ind. Ltd. 8000 4.85 -
Genesys International Corp. Ltd. 6000 19.73 -
HCL Tech Ltd. 500 5.43 -
Hindalco Industries Ltd. 2000 8.11 -
Infosys Ltd. 670 9.57 -
IRB Infra Dev. Ltd. 135000 33.91 -
JSW Energy Ltd. 2000 4.81 -
Life Insurance Corporation of India Limited 3750 20.05 -
Piramal Enterprises Limited 400 2.71 -
Piramal Pharma Ltd. 500 0.34 -
Rachana Infra Ltd. 535000 2,324.04 -
Tata Consultancy Services Limited 400 12.82 -
Tech Mahindra Ltd. 500 5.51 -
Vedanta Ltd. 1000 2.75 -
89
Visagar Financial Services Ltd. 1000 0.01 -

Zee Entertainment Limited 5000 10.59 -
TOTAL (A) ……. 2,535.36 -
(B) In Fully Paid Equity Shares in (Un-Quoted)
Agradooti Vanijya (P) Ltd 169015 169.02 169.02
Alcoa Trading Pvt. Ltd. 9750 48.75 48.75
Beaumont Tradecom Pvt. Ltd. 37262 186.31 136.31
Blue Lagoon Trading Pvt. Ltd. 83250 83.25 83.25
Cincom Rading Pvt. Ltd. 34118 170.59 200.59
Joyguru Commotrade Pvt. Ltd 9066 45.33 45.33
Kathakali Vincom Pvt. Ltd 16066 80.33 80.33
Glacier Tradelink (P) Ltd. 6800 17.00 17.00
Pitti Holdings Pvt. Ltd. 4834100 483.41 483.41
Rupasi Traders Pvt. Ltd 4945 4.95 4.94
Ring Circle Trading (P) Limited 10000 10.00 25.00
Saikat Tradelink Pvt. Ltd 8200 20.50 20.50
Silver Pearl Trading (P) Ltd - 0.00 85.00
Tanaya Vincom Pvt. Ltd. 27731 138.66 138.66
TOTAL (B) ……. 1,458.09 1,538.09
(C) In Commodities (Precious Metal)
Gold 5.98 -
Silver 7.16 -
TOTAL (C) ……. 13.13 -
TOTAL (A+B+C) ……. 4,006.57 1,538.09
Note 6 – Other Financial Assets

Particulars
31, 2023 31, 2022
Advance recoverable in cash or in kind or for value to be received 2,586.05 2,082.44
Other Deposits 248.86 -
TOTAL …… 2,834.91 2,082.44
Note 7 – Current Tax Assets

Particulars
31, 2023 31, 2022
Tax Deposited 254.25 227.57
Less: Tax Payable (136.02) (115.12)
Net Tax on Income Receivable …… 118.23 112.45
Note 8 - Property, Plant and Equipment, Capital Work-In-Progress and Intangible Assets
Particulars Computers Furniture & Fixtures Total
Gross Block
st
Balance as at 1 April 2021 34.44 - 34.44
Additions - 24.00 24.00
Disposals/Capitalization - - -
Balance as at March 31, 2022 34.44 24.00 58.44
st
Balance as at 1 April 2022 34.44 24.00 58.44
Additions 0.59 - 0.59
Accumulated Depreciation and Amortization
st
Balance as at 1 April 2021 32.17 - 32.17
Depreciation and amortization charge for the year - 5.26 5.26
90

st
Depreciation and amortization charge for the year 0.15 4.85 5.00
st
Carrying Amount (Net)
Note 9 – Inventories
Particulars No. of As at March 31, As at March 31,
Shares 2023 2022
In Fully Paid Equity Shares (Quoted)
Jackson Investment Limited 37,85,000 7.19 7.19
Best Eastern Hotels Limited 8,693 3.33 2.26
Voltaire Leasing & Finance Limited 1,97,900 29.94 53.43
Penta Gold Limited 60,000 23.88 138.00
Ashapura Intimates Fashion Limited 20,000 0.27 0.27
Cox & King Limited 1,54,000 2.54 2.54
TOTAL ……. 67.15 203.70
Note 10 – Other Non-Financial Assets

Particulars
31, 2023 31, 2022
Prepaid Expenses 0.16 1.52
Others 5.72 -
TOTAL …… 5.88 1.52
Note 11 – Trade Payables

Particulars
31, 2023 31, 2022
Trade Payables
Total outstanding to MSME - -
Total outstanding to Creditors other than MSME 14.41 17.91
TOTAL …… 14.41 17.91
st
Trade Payable Ageing Schedule as at 31 March, 2023
Outstanding for following periods from due date of Payment
Particulars Less than 1 More than 3 Total
1-2 Years 2-3 Years
Year Years
i. MSME - - - - -
ii. Others 0.98 13.43 - - 14.41
iii. Disputed dues- MSME - - - - -
iv. Disputed dues - Others - - - - -
Note 12 – Other Payables

Particulars
31, 2023 31, 2022
Other Payables
Provision for Expenses 1.22 6.10
Others - -
TOTAL …… 1.22 6.10
91
Note 13 – Other Financial Liabilities

Particulars
31, 2023 31, 2022
Statutory Dues 0.22 0.39
Other Payables 0.92 1.02
Others 67.72 -
TOTAL …… 68.85 1.41
Note 14 – Deferred Tax Assets/Liabilities (Net)

Particulars
31, 2023 31, 2022
Property, Plant & Equipment, Stock Valuation
Opening Balances 0.16 (0.58)
Adjustments for the Year 0.71 0.74
Closing Balances …… 0.86 0.16
Opening Balances - -
Adjustments for the Year (395.22) -
Closing Balances …… (395.22) -
Net Deferred Tax Assets/(Liabilities) (394.36) 0.16
Note 15 – Provisions
Particulars
31, 2023 31, 2022
Contingent Provisions against Standard Assets* 13.89 5.51
TOTAL …… 13.89 5.51
*In terms of Reserve Bank of India Act, 1934 and the provisioning norms and requirement every NBFC needs to make
provision at the rate 0.25% on their Standard Assets (i.e. Loans)
Note 16– Equity Share Capital

Particulars
31, 2023 31, 2022
Authorized Capital
1,09,00,00,000 Equity Shares of ₹ 1/- each (March 31, 2022: 1,09,00,00,000 Equity
Shares of ₹ 1/- each) 10,900.00 10,900.00
TOTAL …… 10,900.00 10,900.00
Issued, Subscribed & Paid-up Capital
1,070,328,000 Equity Shares of ₹ 1/- each (March 31, 2022: 58,17,00,000 Equity
Shares of ₹ 1/- each ) 10,703.28 5,817.00
TOTAL …… 10,703.28 5,817.00
(a) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period
As at March 31, 2023 As at March 31, 2022
Particulars
No. of Shares Amount No. of Shares Amount
Equity Shares
At the commencement of the year 58,17,00,000 5,817.00 29,08,50,000 2908.50
Add: Issue of Shares (Bonus Issue) - - 29,08,50,000 2908.50
Add: Issue of Shares (Right Issue) 48,86,28,000 4,886.28 - -
Shares bought back during the year - - - -
At the end of the year 1,07,03,28,000 1,0703.28 58,17,00,000 5817.00
(b) Shares held by Holding Company

Particulars As at March As at March
31, 2023 31, 2022
92
Not Any - -
(c) Details of shareholders holding more than 5% shares in the Company

As at March 31, 2023 As at March 31, 2022
Particulars No. of Percentage No. of Percentage
Shares Shares
None - - - -
(d) Terms and rights attached to Equity Shares:

The Company has issued only one class of Equity Shares having a Face Value of ₹ 1/- per share. Each holder of Equity
Shares is entitled to one vote per share. In the event of liquidation of the Company, the holders of Equity Shares will be
entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will
be in proportion to the number of Equity Shares held by the shareholders.
Note 17 – Other Equity

Particulars
31, 2023 31, 2022
General Reserves
At the commencement of the year 160.00 160.00
Additions for the Year - -
At the Close of the Year 160.00 160.00
Securities Premium Reserves
At the commencement and at the end of the year - 2903.20
Transfer to Share Capital (Issue of Bonus Shares) - (2903.20)
At the Close of the Year - -
Special Reserve pursuant to Section 45 IC of RBI Act, 1934
At the commencement and at the end of the year 68.49 47.61
Additions for the Year 12.01 20.88
Retained Earnings
At the commencement of the year 253.25 170.61
Add: Profit for the Year 60.07 104.39
Less: Transfer to Special Statutory Reserve as per RBI Act, 1934 (20%) (12.01) (20.88)
Add: Transfer to Contingent Provision against standard assets 0.25% of loan (8.38) 4.43
Less: Adjustments for Issue of Bonus Equity Shares - (5.30)
At the commencement of the year - -
Adjustments for -
Fair Value Changes in Investments in Securities 1,570.20 -
Tax adjustment on above (395.22) -
At the Close of the Year 1,174.98 -
GRAND TOTAL …… 1,708.40 481.74
Nature and purpose of other Reserves

General Reserve
The general reserves are the retained earnings of a Company which are kept aside out of Company’s profits to meet
future (known or unknown) obligations. The general reserve is a free Reserve which can be utilized for any purpose
after fulfilling certain conditions.
Special Reserves
In terms of section 45IC of Reserve Bank of India Act 1934, 20% of profit after tax needs to be transferred to Statutory
Reserves
93
Note 18 – Interest Income

Particulars
March 31, 2023 March 31, 2022
On Financial Assets measured at Amortised Cost
Interest on Loans 327.97 184.34
Interest on Deposits with Banks - -
Other Interest Income - -
TOTAL …… 327.97 184.34
Note 19 – Sale of Shares

Particulars
March 31, 2023 March 31, 2022
Sale of Equity Shares
Quoted - 3.41
Un-Quoted - -
Short Term Capital Gain 7.70 -
Profit/(Loss) from Share Trading (0.10) -
Profit from Trading in Derivatives Segment 40.74 -
TOTAL …… 48.35 3.41
Note 20 – Other Income

Particulars
March 31, 2023 March 31, 2022
Rental Income 0.60 1.20
Others (To be Specified)
Interest on FDR 5.09 -
Dividend on Equity Shares 14.23 -
Commission Received - 8.20
TOTAL …… 19.92 9.40
Note 21 – Purchases
Particulars
March 31, 2023 March 31, 2022
Purchases of Equity Shares (Quoted & Un-quoted) - 1.99
Loss in Share Trading - -
TOTAL …… 1.99 1.99
Note 22 – Changes in Inventories

Particulars
March 31, 2023 March 31, 2022
Opening Stock of Shares 203.70 105.20
Less: Closing Stock of Shares 67.15 203.70
NET CHANGES IN INVENTORIES …… 136.55 (98.50)
Note 23 – Employee Benefit Expenses

Particulars
March 31, 2023 March 31, 2022
Salaries to Staff 29.56 21.32
Directors’ Remuneration 6.76 6.30
Staff Welfare Expenses 2.11 4.18
TOTAL …… 38.42 31.80
94
Note 24 – Other Expenses

Particulars
March 31, 2023 March 31, 2022
Advertisement Expenses 2.09 0.31
Annual Subscription Fees 0.35 -
Audit Fees 1.00 1.00
Internal Audit Fees - 0.10
Bank Charges 0.58 0.00
Book & Periodicals 0.50 0.85
Business Promotion 0.90 -
Certification Charges 1.48 -
Communication Expenses 0.47 2.35
Donation 5.00 -
Electricity Charges 0.15 0.20
General Expenses 3.35 5.77
Interest on Late Deposit of TDS - 0.04
Postage and Telephone Expenses 0.94 1.92
Printing & Stationery 4.84 2.22
Professional & Legal Fees 15.11 1.12
Registrar Fees 7.79 1.33
Office Rent 1.92 1.92
Repairs & Maintenances -Computers 0.50 0.82
Repairs & Maintenances - General 5.53 2.82
MCA Filing Fees 0.05 75.05
Stock Exchange & Other Regulatory Expenses 69.12 19.37
Stock Exchange Penalties - 8.05
Website Maintenance Expenses 0.03 0.11
Travelling & Conveyance Expenses 3.31 10.30
Round Off Expenses 0.01 0.00
TOTAL …… 125.02 135.64
Note 25 – Tax Expenses

Particulars
March 31, 2023 March 31, 2022
Current Tax Provision 20.89 2.30
Deferred Tax Assets (0.71) (0.74)
Tax adjustments for earlier years - -
TOTAL …… 20.19 1.56
Note 26 – Earnings per Share (EPS)

Particulars
March 31, 2023 March 31, 2022
Net Profit after Tax as per statement of profit and loss; attributable to Equity
Shareholder 60.07 104.39
Number of Equity Shares used as denominator for calculating EPS 1,07,03,28,000 58,17,00,000
Basic and Diluted Earnings per Share (₹) 0.006 0.018
Face Value of Equity Shares (₹) 1.00 1.00
Note 27 – Contingent Liabilities not provided for

a) The Company does not have any contingency Liability as on the Closing of current financial year.
b) Details of pending Income Tax Demands which are under various stages of appeal are as under –
Name of the Statue Nature of Disputed Financial Year for Forum where
Dues Amount which it relates dispute is pending
95
Income Tax Act, 1961 Income Tax 81,340 2014-15 CIT (Appeal)
Remarks:
(a) The Company is having investments in some of small cap illiquid stocks where either there is very thin trading or is no
trading during the entire financial year. Even trading in some of these shares has been suspended by Stock
Exchanges. The Company has valued these shares on last traded price on BSE/CSE and has not made any provision
for the possible losses.
(b) The audited financial statement, valuation of the unquoted investments are subject to the valuation by independent
valuer, as per management explanation they are under process to carrying out fair valuation from registered valuer ,
these are shown its investment value.
(c) Trade receivables amounting of Rs. 174.61 Lakh are receivable since long time. As per management explanation,
these are recoverable and company is in process to recover. Similarly Other Advances (shown under other financial
assets Rs. 2082.44). As per management explanation these are recoverable and company is in process to recover.
(d) Some of the balances of Trade Receivables, Deposits, Loans and Advances, Trade payable are subject to
confirmation from the respective parties and consequential reconciliation/adjustment arising there from, if any.
(e) Looking to the uncertainties associated with the nature and duration of this pandemic the eventual outcome of the
impact of the global health pandemic may be different from those-estimated as on the date of approval of these
financial results and the Company will closely monitor any material changes to the economic environment and their
Impact on its business in the times to come.
Note 28: Other Statutory Information

(a) The Company has not entered into any such transaction which is not recorded in the books of accounts that has been
surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.
(b) The Company has complied with the number of layers prescribed under clause (87) of Section 2 of the Act read with
the Companies (Restriction on number of Layers) Rules, 2017.
(c) The Company is not declared wilful defaulter by any bank or financial institution or other lenders.
(d) The Company has not traded or invested in crypto currency or virtual currency during the financial year.
(e) The Company has not revalued its property, plant and equipment (including right-of-use assets) during the year.
(f) No proceedings have been initiated or are pending against the Company for holding any benami property under the
Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made there under.
(g) There is no instance of Loans or Advances in the nature of loans are granted to promoters, directors, KMPs and the
related parties (as defined under Companies Act, 2013,) either severally or jointly with any other person, during the
year.
Note 29: Corporate Social Responsibility

The Company does not meet the criteria specified in sub section (1) of section 135 of the Companies Act, 2013, read
with Companies [Corporate Social Responsibility (CSR)] Rules, 2014. Therefore it is not required to incur any
expenditure on account of CSR activities during the year.
Note 30: Segment Reporting –

The company is primarily engaged in the single business of trading in shares and securities and there is no reportable
secondary segment i.e. geographical segment. Hence, the disclosure requirement of Accounting Standard-17
“Segment Reporting” as notified by Companies (Accounting Standards) Rules, 2006 (as amended) is not applicable.
Note 31: Disclosure of Related Party Transactions:

Wholly owned Subsidiary : Not Any
Company under same Management : Not any
Companies in which Directors / relatives of Directors are interested:
96
Name of Related Party

Rupasi Traders Pvt. Ltd Alcoa Trading Private Limited
Adcon Capital Services Limited Khushi Tradelink Private Limited
Khoobsurat Limited Nectar Dealtrade Private Limited
Vaishno Cement Company Limited Desire Commosales Private Limited
Voltaire Leasing & Finance Limited Pleasant Dealcom Private Limited
Sansar Trading Private Limited Sadgati Trading Private Limited
Romp Merchant Private Limited Oversure Agencies Private Limited
Anuska Vanijya Private Limited Tikmony Vanijya Private Limited
Larica Trading Private Limited Jackson Investments Ltd
Joyguru Commotrade Private Limited Sherwood Commercials Private Limited
Cincom Trading Private Limited Tarashakti Trading Private Limited
Startree Dealcom Private Limited
Transactions with Related Parties during the year

Name of Related Party Nature of Transaction Transaction value in Closing Balance
₹ in Lakh ₹ in Lakh
Adcon Capital Services Limited Advances 60.00 Nil
Voltaire Leasing & Finance Limited Rent Received 0.60 1.80
List of Related Parties on Board and Key Managerial Person and nature & value of transactions with them:
Name Nature of Relation Nature of Transaction Transaction value in ₹ in Lakh
Mr. Goutam Bose Managing Director Directors’ Remuneration 6.76
Mr. Pravin P. Talwatkar Chief Financial Officer Salary & Perquisites 4.42
Ms. Priya Mittal Company Secretary Salary & Perquisites 2.40
Note 32: Details of Loans given, Investments made, guarantees given covered under Section 186(4) of The Companies
Act, 2013
Since your Company is one of the RBI registered NBFC (Non-deposit taking Company), provision of Section 186 of
the Companies Act, 2013 are not applicable to the Company.
Note 33: Remuneration to Auditors

Particulars 31.03.2023 31.03.2022
₹ in Lakh ₹ in Lakh
Remuneration to Auditors for Audit purpose 1.00 1.00
Note 34: There are no Micro and Small Scale Business Enterprises, to whom the Company owes dues, which are
outstanding for more than 45 days as at March 31, 2023. This information as required to be disclosed under Micro,
Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been
identified on the basis of information available with the Company.
Note 35: Financial Ratios

Sl. st st
Ratios 31 March 2023 31 March 2022 Variance Remark
No.
1 Current Ratio 152.480 51.087 198.47% Refer Note 1
2 Debt Equity Ratio - 0.016 -100.00% Refer Note 2
3 Debt Service Coverage Ratio - 0.000 0.00% N.A.
4 Return on Equity Ratio 0.006 0.017 -61.60% Refer Note 3
5 Inventory Turnover Ratio 1.008 -0.625 -261.36% N.A.
6 Trade Receivable Turnover Ratio 0.236 0.019 1139.38% Refer Note 4
7 Trade Payables Turnover Ratio - 0.222 -100.00% Refer Note 5
8 Net Capital Turnover Ratio 0.029 0.030 -1.61% N.A.
9 Net Profit Ratio 0.160 0.556 -71.29% Refer Note 6
10 Return on Capital Employed 0.006 0.017 -62.75% Refer Note 7
11 Return on Investment 0.006 0.018 -68.73% Refer Note 8
97
Notes:
1. Variation in Current Ratio is due to increase in Current Investment, Loans and Short Term Borrowings pay-
off during FY 2022-23 in comparison to FY 2021-22.
2. Variation in Debt Equity Ratio is due to payment of Debt during FY 2022-23
3. Variation in Return on Equity Ratio is due to increase in Equity Share Capital on account of Right Issue
during FY 2022-23
4. Variation in Trade Receivable is due to increase in credit sales.
5. Variation in Trade Payable Turnover Ratio is due to payment of all such Liabilities during FY 2022-23.
6. The variation for Return of Investment is due to losses on sale of Shares & Securities.
7. The variations in Return on Capital Employed is due increase in Equity Share Capital on account of Right
Issue during FY 2022-23.
8. The variations in Return on Investment is due increase in Equity Share Capital on account of Right Issue
during FY 2022-23.
Note 36: Disclosure pursuant to RBI circular dated March 13, 2020 - Circular No. RBI/2019-20/170 DOR
(NBFC).CC.PD.No.109/22.10.106/2019-20 -
Asset classification Asset Gross Loss Allowances Net Provision Difference
as per RBI Norms Classification Carrying (Provisions) as Carrying required as Between Ind AS
as per Ind AS Amount as required under Amount per IRACP 109 provisions
109 per Ind AS Ind AS 109 Norms and IRACP norms
(1) (2) (3) (4) (5)=(3)-(4) (6) (7)=(4)-(6)
Performing
Stage 1 - - - - -
Assets Standard
Note 37: Additional information, to the extent applicable, (other than what is already disclosed elsewhere) is disclosed
in terms of Master Direction DNBR. PD. 008/03.10.119/2016-17 dated September 01, 2016, as amended
i. CAPITAL TO RISK ASSETS RATIO (CRAR) -
Sl. No. Particulars Current Year Previous Year
a) CRAR (%) Nil Nil
b) CRAR - Tier I capital (%) - -
c) CRAR - Tier II capital (%) - -
d) Amount of subordinated debt raised as Tier-II capital - -
e) Amount raised by issue of Perpetual Debt Instruments - -
The figures reported for the current year are based on Ind AS financials in terms of RBI Circular dated March 13,
2020 RBI/2019-20/170 DOR (NBFC). CC.PD.No.109/22.10.106/2019-20.
ii. INVESTMENTS -
Sl. Particulars Current Year Previous Year
No.
1 Value of Investments
(i) Gross Value of Investments
 In India - -
 Outside India - -
(ii) Provision for Depreciation
a) In India - -
b) Outside India - -
(iii) Value of Investments
a) In India - -
b) Outside India - -
2. Movement of provisions held towards depreciation on investments :
(i) Opening Balance - -
(ii) Add : Provisions made during the year - -
(iii) Less : Write-off / write-back of excess provisions during the year - -
(iv) Closing balance - -
98
iii. EXPOSURE TO CAPITAL MARKET -

Sl. Particulars Current Year Previous Year
No.
a) direct investment in equity shares, convertible bonds, convertible
debentures and units of equity oriented mutual funds the corpus of
which is not exclusively invested in corporate debt; 4006.57 1538.09
b) advances against shares / bonds / debentures or other securities or on - -
clean basis to individuals for investment in shares (including IPOs /
ESOPs), convertible bonds , convertible debentures , and units of
equity-oriented mutual funds;
c) advances for any other purposes where shares or convertible bonds or - -
convertible debentures or units of equity oriented mutual funds are
taken as primary security;
d) advances for any other purposes to the extent secured by the - -
collateral security of shares or convertible bonds or convertible
debentures or units of equity oriented mutual funds i.e. where the
primary security other than shares / convertible bonds / convertible
debentures / units of equity oriented mutual funds ‘does not fully
cover the advances;
e) secured and unsecured advances to stockbrokers and guarantees - -
issued on behalf of stockbrokers and market makers;
f) bridge loans to companies against expected equity flows / issues; - -
g) all exposures to Venture Capital Funds (both registered and - -
unregistered)
Total Exposure to Capital Market 4006.57 1538.09
iv. ASSET LIABILITY MANAGEMENT -

Maturity pattern of certain items of assets and liabilities as on 31.03.2023
Over 1 Over 2 Over 3 Over 6
Over 1 Over 3
1 day to month months months months Over 5
year to years to Total
1 month to 2 to 3 to 6 to 1 years
3 years 5 years
months months months year
Deposits - - - - - - - - -
Advances - - - - 326.96 2259.09 - - 2586.05
Investments 4006.57 - - - - - - - 4006.57
Borrowings - - - - - - - - -
Foreign Currency - - - - - - - - -
Assets
Liabilities
Maturity pattern of certain items of assets and liabilities as on 31.03.2022

Over 1 Over 2 Over 3 Over 6
1 day to Over 1 Over 3
month months months months Over 5
1 year to years to Total
to 2 to 3 to 6 to 1 years
month 3 years 5 years
months months months year
Deposits - - - - - - - - -
Advances - - - - 1011.25 1071.79 - 2082.44
Investments 1538.08 - - - - - - - 1538.08
Borrowings - - - - - - - - -
Assets
Liabilities
99
In compiling the information in the above note, certain assumptions have been made by the Company and
the same have been relied upon by the Auditors.
Note 38: Other Notes to Accounts

i. In the opinion of the management, current assets, loans and advances and other receivables are
approximately of the value stated, if realized in the ordinary course of business. The provisions of all known
liability are ascertained, except for Trade Receivables. Since the receivables are dues for more than one year,
we are not certain about the recoveries of the same. The Company is confident of receiving the dues and
hence no contingency liabilities have been provided.
ii. Previous year figures have been restated to confirm the classification of the current year.
iii. Balances of Sundry Debtors, Unsecured Loans, and Sundry Creditors are Loans & Advances are subject to
reconciliation, since conformations have not been received from them. Necessary entries will be passed on
receipt of the same if required.
iv. The company has not provided for Gratuity and Leave Encashment to Employees on accrual basis, which is
not in conformity with AS-15 issued by ICAI. However, in the opinion of management the amount involved is
negligible and has no impact on Statement of Profit & Loss.
v. The disclosure regarding details of specified bank notes held and transacted during 8 November 2016 to 30
December 2016 have not been made since the requirement does not pertain to financial year ended March 31,
2023.
For DBS & Associates For & on behalf of the Board of Directors
Firm Registration No. 018627N
S/d- S/d-
Partner
M. No. 141538
S/d- S/d-
Date: May 29, 2023 Chief Financial Officer Company Secretary
100
Schedule of a Non-Deposit taking Non-Banking Financial Company

[as required in terms of Para 13 of Non-Banking Financial Company - Systematically Important
Non - Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016]
Particulars
Liabilities Side Current Year Previous Year
1. Loans and advances availed by the NBFCs Amount Amount Amount Amount
Inclusive of interest accrued thereon but not paid : Outstanding Overdue Outstanding Overdue
a) Debentures (Secured) - - - -
(Unsecured) - - - -
(other than falling within the meaning - - - -
of public deposits)
b) Deferred Credits - - - -
c) Term Loans - - - -
d) Inter-corporate loans and borrowing - - 100.00 -
e) Commercial Papers - - - -
f) Public Deposits - - - -
g) Other Loans (Overdraft from Bank) - - - -
*entire amount is on account of unclaimed
deposits/interest
Assets Side
2. Break-up of Loans and Advances including bills Amount receivables [other than those included in 3 below]
a) Secured - - - -
b) Unsecured 5555.59 - 2202.21 -
3. Break up of Leased Assets and stock on hire and hypothecation loans counting towards AFC activities
i. Lease assets including lease rentals under sundry
debtors :
a) Financial Lease - - - -
b) Operating Lease - - - -
ii. Stock on hire including hire charges under sundry
debtors :
a) Assets on hire - - - -
b) Repossessed Assets - - - -
iii. Other loans counting towards AFC activities
a) Loans where assets have been repossessed - - - -
b) Loans other than (a) above - - - -
4 Break-up of Investments : (net of provision for diminution) (as per AS 13)
. Current Investments
I. Quoted
i. Shares (a) Equity - - - -
(a) Preference - - - -
ii. Debentures and Bonds - - - -
iii. Units of mutual funds - - - -
iv. Government Securities - - - -
v. Others - - - -
II. Un-Quoted
i. Shares (a) Equity 4006.57 - 1538.09 -
(b) Preference - - - -
v. Others - - - -
Long Term Investments
I. Quoted
101
v. Others – Exchanges traded fund - - - -

II. Un-Quoted
v. Others – Units of Venture Capital Fund - - - -
5. Borrower group-wise classification of all leased assets, stock-on-hire and loans and advances (including other
Current Assets):
Secured Unsecured Total Secured Unsecured Total

I. Related Parties
a) Subsidiaries - - - - - -
b) Companies in same Group - - - - - -
c) Other than related parties - - - - - -
II. Other than Related Parties - 5555.59 5555.59 - 2202.21 2202.21
6 Investor group-wise classification of all investments (current and long term) in shares and securities (both
. quoted and unquoted) :
Market Market
Book Value Book Value
value/Break value/Break
Category (Net of (Net of
up or fair up or fair
Provisions) Provisions)
value or NAV value or NAV
I. Related Parties
a) Subsidiaries - - - -
b) Companies in same Group - - 4.945 4.945
c) Other than related parties - - - -
II. Other than Related Parties 4006.57 4006.57 1533.145 1533.145
7. Other Information
Gross Non-Performing Assets Previous Year
a) Related Parties - -
b) Other than Related Parties - -
Net Non-Performing Assets
a) Related Parties - -
b) Other than Related Parties - -
Assets acquired in satisfaction of debt - -
Signatures to notes to standalone financial statements and NBFC (Non-Deposit Accepting or Holding)
Companies Prudential Norms (RBI) Directions, 2016
For & on behalf of the Board of Directors
S/d- S/d- S/d- S/d-

Goutam Bose Swagata Dasgupta Rajeswari Bangal Amita Bose
Managing Director Director Director Director
DIN : 02504803 DIN : 08212560 DIN : 09440356 DIN : 08282967
S/d- S/d-
Pravin P. Talwatkar Priya Mittal
Chief Financial Officer Company Secretary
Place: Mumbai
Date: May 29, 2023
102
NON-BANKING FINANCIAL COMPANIES AUDITOR’S REPORT (RESERVE BANK) DIRECTIONS, 2016
To,
The Board of Directors / Members
NCL Research & Financial Limited
Mumbai
As required by the Non-Banking Financial Companies Auditors Report (Reserve Bank) Directions, 2008 issued by Reserve
Bank of India, on the matters specifies in Para 3 and 4 of the said directions to the extent applicable to the company and
according to the information and explanations given to us for the purpose of audit for the year ended 31st March 2023 we
report that:
1. We hereby state that M/s NCL Research & Financial Services Limited is engaged in the business of Non-Banking
Financial Institution and it has obtained a Certificate of Registration from the Reserve Bank of India.
2. The company is entitled to hold such Certificate of Registration in terms of its assets/income pattern as on 31st
March, 2023.
3. The Board of Directors has passed a resolution for non-acceptance of any public deposits in its meeting held on
10th April, 2021.
4. The Company has not complied with few prudential norms as applicable to it in terms of Non-Banking Financial
(Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2016.
For DBS & ASSOCIATES

Firm Registration No. 018627N
S/d-
Roxy Teniwal
Partner
M. No. 141538
Place: Mumbai
Date: May 29, 2023
103

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Corporate Identification No.: L65921MH1985PLC284739

REGISTERD OFFICE  Secretarial Audit Report (MR-3) 31

 Corporate Governance Report 41

 Independent Auditors' Report 65

 Notes on Financial Statements 79

Kolkata, August 9, 2023 By order of the Board

Registered Office : S/d-

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General Guidelines for shareholders

No. of Board Meeting attended during the year 8 (Eight)

ITEM NO. 4 & 5

Mumbai, August 9, 2023 By order of the Board

Registered Office : S/d-

Dear Sir/ Madam,

E. For updating the Mobile No

Sign: ___________________________ Sign:____________________________ Sign:______________________________

FINANCE AND ACCOUNTS

PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS

POLICY FOR DETERMINING MATERIAL SUBSIDIARY COMPANIES

RELATED PARTY TRANSACTIONS

MANAGEMENT DISCUSSION & ANALYSIS

MATERIAL CHANGES AFFECTING THE COMPANY

NUMBER OF MEETINGS OF THE BOARD

INDEPENDENT DIRECTORS & KMPs

DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR

Matrix setting out the skills/expertise/competence of the Board of Directors

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

EVALUATION OF DIRECTORS, BOARD AND COMMITTEES

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR COURTS

DIRECTORS RESPONSIBILITY STATEMENT

BUSINESS RISK MANAGEMENT

INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

VIGIL MECHANISM / WHISTLE BLOWER POLICY

EXTRACT OF ANNUAL RETURN

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &

STATUTORY INFORMATION AND OTHER DISCLOSURES

BUSINESS RESPONSIBILITY REPORT

FOREIGN EXCHANGE EARNINGS AND OUTGO

MAINTENANCE OF COST RECORDS

STATUTORY AUDITORS AND AUDITORS REPORT

REPORTING OF FRAUDS BY AUDITORS

REPORT ON CORPORATE GOVERNANCE

COMPLIANCE WITH SECRETARIAL STANDARDS

Mumbai, August 9, 2023 By order of the Board

Management Discussions & Analysis

ANNUAL OVERVIEW AND OUTLOOK

OPPORTUNITIES & THREATS

RISKS AND CONCERNS

LIQUIDITY AND INTEREST RATE RISK

HUMAN RESOURCE DEVELOPMENT

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Mumbai, August 9, 2023 By order of the Board

DETAILS OF RELATED PARTY TRANSACTIONS

Mumbai, August 9, 2023 By order of the Board

Sign: _ Sign: Sign:____