Invigorated Business Consulting Ltd

Invigorated Business

Consulting Limited

Dear Shareholders,

Your Directors are pleased to present the 35th (Thirty Fifth) Annual Report, together with the Audited Financial Statement of the Company for the financial year ended March 31, 2023 and the Auditors' Report thereon.

The Gross Income comprises of amount(s) received on recovery of delinquent assets through settlement/ compromise/ legal action and other income.

In view of losses suffered by the Company, no dividend has been considered for the Financial Year(FY) 2022-23.

During the year under review, the Company has not accepted/ renewed any Fixed Deposit and no amount of principal or interest was outstanding as of the Balance Sheet date.

Consequent to the surrender of the license of Non-Banking and Finance Company, and the directions received from Reserve Bank of India ("RBI"), the Company has changed the business activities to providing leasing advisory/ counselling service to other entities. Further, the proposal of change of business activities by amending Object Clause is being placed in the ensuing Annual General Meeting.

The Company is presently engaged in recovery of delinquent loan assets and settlement of old legal cases filed by/ against the Company. Your directors are exploring the possibilities of engaging in the consultancy services. During the year, the Company has also earned some other income.

The Company engaged in the business of providing leasing advisory/ counselling service to other entities and reporting as a single segment. This is in accordance with the guiding principle provided in the Indian Accounting

Standard on Segment Reporting (IND AS - 108) issued by The Institute of Chartered Accountants of India.

The Company is also working towards the recovery of delinquent loan assets and settlement of old legal cases filed by/ against the Company. Your directors are exploring the possibilities of engaging in the consultancy services.

The Company is also working towards the recovery of delinquent loan assets and settlement of old legal cases filed by/ against the Company. Your directors are exploring the possibilities of engaging in the consultancy services.

The Company is working towards the recovery of delinquent loan assets and settlement of old legal cases filed by/ against the Company. The management sees uncertainty in such settlements as the present functioning is only limited to recovery of delinquent loan assets. Your directors are exploring the possibilities of engaging in the consultancy services.

The Internal Control Systems are in place to serve the existing operations of the Company.

The loss for the year after write offs/ provisions etc. and tax amounts to Rs. 45.42 Lacs.

The Company is having two employees as on the date of this report. Your Directors relation at all levels with employees were cordial.

Refer note no. 36 of the financial statement for the ratios. Since, there were no revenue from operations for the FY 2022-23, the debtor turnover and net profit margin ratios were significantly impacted. Also, the current ratio was impacted due to a decrease in cash and cash equivalents.

The Company's net worth continues to stand fully eroded.

Statements in this Management Discussion and Analysis section describing the Company's objectives, projections, estimates and expectations may be ‘forward looking statements' within the meaning of applicable laws and regulations.

In accordance with the provisions of Companies Act, 2013 ("Act") and Articles of Association of the Company, Mr. Vinod Dixit, Director retire by rotation at the ensuing AGM and being eligible, offer himself for re-appointment.

During the year under review, the tenure of second term as an Independent Director of Ms. Preeti Chauhan had been completed and the shareholder at the last Annual General Meeting ("AGM") held on September 30, 2022, had appointed Ms. Moni Singh as an Independent Director in place of Ms. Preeti Chauhan.

Further, Mr. Rajeev Khanna has resigned from the position of Whole-time Director and Key Managerial Personnel of the Company with effect from May 8, 2023, due to his pre-occupation in other professional assignment and in his place Mr. Ashok Kumar Behl, on the recommendation of Nomination and Remuneration Committee, has been appointed as an Additional Director designated as Whole-time Director of the Company by Board of Directors at its meeting held on May 8, 2023. He is also appointed as Chairman of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with criteria of independence as prescribed under Section 149(6) of the Act and under Regulations 16(1)(b) & 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 (hereinafter referred as "the SEBI Listing Regulations").

There has been no change in the KMP during the FY 23.

The policy for Appointment and Remuneration of Director's, Key Managerial Personnel and Other Employees is attached as Annexure – A and forms an integral part of this report.

The Company has devised the criteria for performance evaluation of Independent Directors, Board, Committees and other Individual Directors which includes criteria for performance evaluation of the non-executive directors.

Evaluation was done by the Board for its own performance and that of its Committees, Chairman of the Board and Individual Directors including Independent Directors.

The details of programme for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company and related matters are put up on the website of the Company www.escortsfinance. com.

The brief resumes and other details relating to the directors who are proposed to be appointed/ re-appointed, as required to be disclosed as per the provisions of the SEBI Listing Regulations/ Secretarial Standard are given in the Annexure to the Notice of the 35th AGM.

Your Company reaffirms its commitment to the good corporate governance practices and has adopted the Code of Conduct which has set out the systems, processes and policy conforming to established standards. Pursuant to the SEBI Listing Regulations, the Corporate Governance Report and Auditors' Certificate regarding compliance of conditions of Corporate Governance are enclosed as Annexure – B and forms an integral part of this Report.

The Company did not fall under any of the criteria of provisions of Section 135 of the Companies Act, 2013. Hence, Company was not required to do CSR expenditure during the financial year 2022-23.

Escorts Kubota Limited is the holding company of the Company. Further, the Company do not have any Subsidiary, Joint Venture or Associate Company.

During the FY 2022-23, there has been no change in the share capital of the Company, except the allotment of 1% 95,00,000 Non-Convertible Cumulative Redeemable Preference Shares (NCCRPS) of Rs. 10 each in lieu of redemption of 10% 95,00,000 CRPS of Rs. 10 each in compliance of NCLT order dated May 13, 2022.

Pursuant to the provisions of Section 139 of the Act read with Companies (Audit and Auditors) Rules, 2014, the shareholders of the Company at the 34th AGM held on September 30, 2022, had appointed M/s. Kapish Jain & Associates, Chartered Accountants, New Delhi (Firm Registration No. 022743N) as Statutory Auditors of the Company for a period of 5 years i.e. upto the conclusion of AGM to be held in the year 2027.

Pursuant to provisions of the Section 143(12) of the Act neither the statutory auditors nor secretarial auditors have reported any incident of fraud to the Audit Committee or the Board during the year under review.

The Board of Directors of the Company had appointed M/s. Jayant Gupta and Associates, Practicing Company

Secretaries to conduct secretarial audit of the Company for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023 is enclosed as Annexure – C and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualification, reservation and adverse remarks and the comments given by the Secretarial Auditors in their report are self-explanatory and hence, do not call for any further explanations or comments under Section 204(3) of the Act.

The qualifications/ observations made by the Statutory Auditors in the Auditors' Report are dealt with separately in the Notes to the Balance Sheet and the Statement of Profit and Loss.

Management response to the same is as under:

The Comments given by the auditors in their report read together with notes to accounts for the financial year ended March 31, 2023 are self-explanatory and hence do not call for any further explanations or comments under section 134 of the Act.

In terms of provisions of Section 197(12) of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the employees in terms of remuneration drawn is available with the Company Secretary. Having regard to the provisions of Section 136(1) of the Act, the

Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such particulars may write to the Company Secretary of the Company and the same will be furnished on request.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as

Annexure – D and forms an integral part of this Report.

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are as follows: -

Your Company being engaged in leasing advisory/ counselling service and does not have any activity relating to conservation of energy.

Not Applicable

During the period under review, there was no foreign exchange outflow from your Company and it had no foreign exchange earnings.

Five meetings of the Board of Directors were held during the year. For further details, please refer Report on Corporate Governance annexed as Annexure – B to this report.

All the recommendations made by the Audit Committee were accepted by the Board.

For constitution and other details of the Audit Committee, please refer Report on Corporate Governance annexed as Annexure- B to this report.

The Share Transfer and related activities are being carried out by Alankit Assignments Limited, Registrar and Share

Transfer Agent (RTA) from the following address:

Alankit Assignments Limited

RTA Division, 4E/2,

Jhandewalan Extension,

New Delhi 110055

The Annual Return of the Company is available on the Company's website at www.escortsfinance.com.

During the year under review, no loan, guarantees and securities has been provided. The details of investments made during the year is provided in Note 5 of the Notes to accounts.

The particulars of contracts and arrangement with related parties under Section 188(1) in Form AOC-2 are enclosed as Annexure – E.

The Policy on materiality of related party transactions and dealing with related party transactions as provided by the Board may be accesses on the Company's website at the link: www.escortsfinance.com.

Your directors draw attention of the members to Note 38 & 39 to the financial statement which sets out related party disclosures.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

The Company did not fall under the criteria of Regulation 21 of SEBI Listing Regulations. Hence, Company did not require to comply the risk management provisions.

The Company is in compliance with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the provision related to constitution of internal complaint committee is not applicable on the Company.

During the year under review, the Hon'ble National Company Law Tribunal (NCLT) Chandigarh Bench, has passed an order, dated May 13, 2022, and directed to issue 95,00,000 - 1% Cumulative Redeemable Preference Shares ("CRPS") in lieu of the redemption of the unredeemed 95,00,000 10 % CRPS to Escorts Kubota Limited (Formerly Escorts Limited).

In pursuance of the above order, the Board at its meeting held on November 3, 2022, had allotted the 95,00,000 1% Non-Convertible Cumulative Redeemable Preference Shares, in lieu of redemption of 10% cumulative redeemable preference shares of the Company to Escorts Kubota Limited.

Pursuant to the approval of shareholder at the last AGM held on September 30, 2022, the Ministry of Corporate Affairs (Power delegated to Registrar of the Companies) has approved the new name of the Company i.e. Invigorated Business Consulting Limited from Escorts Finance Limited and issued the Certificate of Incorporation dated June 14, 2023.

Pursuant to the approval of shareholder at the last AGM held on September 30, 2022, the business activities of the Company has been changed to provide the leasing advisory/ counselling service to other entities.

The directors have also proposed the change in object clause of the Company in view of the change in name of the company and the proposed object clause are provided in the Notice of 35th AGM.

During the financial year, Shreeyam Securities Limited (formerly Escorts Securities Limited), Promoter Shareholder of the Company, has requested to reclassify them from the Category of Promoter Group to Public Shareholder. The said request was considered, analyzed and approved by the Board of Directors at its meeting held on August 30, 2022, and shareholders at last AGM held on September 30, 2022.

Pursuant to the Regulation 31A of SEBI Listing Regulations, an application for reclassification of Shreeyam Securities Limited from category of Promoter Group to Public Shareholder has been submitted to BSE Limited on October 19, 2022. The approval of BSE Limited is awaited.

There are no material changes affecting the financial position of the Company subsequent to the close of the financial year ended on March 31, 2023 till the date of this report.

As on the date of the Report no application is pending under the Insolvency and Bankruptcy Code, 2016 and the Company did not file any application under (IBC) during the Financial Year 2022-23. Further, the Company has not made any one-time settlement.

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures;

(ii) the Directors have 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 loss of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts for financial year ended March 31, 2023 on a ‘going concern' basis;

(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) 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.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. Details of the remuneration of Whole-time Directors of the Company received from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

5. Details of difference between amount of valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

Your Directors wish to acknowledge and thank the co-operation and assistance extended by the Banks, Financial Institutions, Government Agencies and Customers/ Depositors.

The Directors also wish to convey their deep appreciation for the contribution made by the employees to the operations of the Company, in particular those who continued with the Company and extended their full support during this difficult period. We also convey our thanks to our esteemed shareholders for their continued support and encouragement.