109 | Annual Report | 2024-2025 We have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards with regards to Meeting of Board of Directors (SS-1) and General Meeting (SS-2) issued by The Institute of Company Secretaries of India (ICSI). (ii) Listing Agreements entered into by the Company with BSE Limited read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has inter-alia complied with the laws, regulations, guidelines, circulars, notifications etc., applicable specifically to the Company which includes: The Reserve Bank of India Act, 1934. Master Direction – Reserve Bank of India (NonBanking Financial Company –Scale Based Regulation) Directions, 2023 Master Direction – Reserve Bank of India (Filing of Supervisory Returns) Directions - 2024 dated February 27, 2024. IRDAI (Registration of Corporate Agents) Regulations, 2015 We further report that: a) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act and all other relevant Regulations. b) Adequate notice is given to all Directors to schedule the Board Meetings, Agenda and detailed notes on agenda were sent as per the provisions of the Act 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. c) Majority decision of the Board and Committee Meetings are carried through, while the dissenting members’ views are captured and recorded as part of the minutes, if any. On the basis of information provided to us, we further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. On the basis of information provided to us, we further report the Company has during the audit period ending on March 31, 2025: The Company has altered the Memorandum of Association during the period under review. The Company has reclassified the Authorised Share Capital & consequent amendment to the capital clause in the Memorandum of Association of the Company. The Company has reclassified the Authorized Share Capital of the Company being INR 2,75,00,00,000/- (Indian Rupees Two Hundred and Seventy Five Crores only) consisting of 27,50,00,000 (Twenty Seven Crore Fifty Lakhs) shares of Rs. 10/- (Indian Rupees Ten only) each divided into 19,50,00,000 (Nineteen Crores and Fifty Lakhs) Equity shares of INR 10/- (Indian Rupees Ten only) each and 8,00,00,000 (Eight Crores) Compulsorily Convertible Preference Shares of INR 10/- (Indian Rupees Ten only) each to INR 2,75,00,00,000/- (Indian Rupees Two Hundred and Seventy Five Crores only) consisting of 27,50,00,000 (Twenty Seven Crores and Fifty Lakhs) Equity shares of INR 10/- (Indian Rupees Ten only) each The Company issued 15,00,000 equity shares of face value of Rs. 10 each fully paid up, under the ‘Arohan Employee Stock Option Plan 2021’ The Reserve Bank of India (RBI), exercising its authority under section 45L(1)(b) of the Reserve Bank of India Act, 1934, issued an Executive Order on October 17, 2024, directing the Company to cease and desist from sanctioning or disbursing loans, effective from the close of business on October 21, 2024. However, these business restrictions did not prevent the Company from servicing its existing customers or conducting collection and recovery processes in accordance with the Executive Order. The Company initiated all necessary remedial action and submitted its various compliances to RBI and having been satisfied based on the submissions and in view of the adoption of revamped processes, systems and commitment to ensure adherence to the Regulatory Guidelines on an ongoing basis, the Reserve Bank of India vide its letter dated January 3, 2025, has lifted the restrictions imposed on the Company with respect to sanction or disbursal of loans with effect from the said date This report is to be read with our letter on even date which is annexed as Annexure A and forms an integral part of this report. For S Basu & Associates Company Secretaries Firm Registration No: S2017WB456500 Sd/- Place: Kolkata Saurabh Basu Date: 23.05.2025 Practicing Company Secretary ACS: - 18686; C.P.- 14347 Peer Review No : 1017/2020 UDIN: A018686G000424630
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