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BSE Code : 533306 | NSE Symbol : SUMMITSEC | ISIN : INE519C01017 | Industry : Finance & Investments |


Directors Reports

Dear Members,

Your directors are pleased to present their Twenty-Seventh Report together with Audited Financial Statements for the year ended March 31, 2024.

FINANCIAL HIGHLIGHTS:

The summary of financial performance of the Company for the year under review is as given below;

(Rs. in lakhs}

Standalone

Consolidated

Particulars

For the Year ended

March 31, 2024

For the Year ended

March 31, 2023

For the Year ended

March 31, 2024

For the Year ended

March 31, 2024

Total Income

4,747.96

2,608.73 10,223.92 5,053.94

Profit before Depreciation & Tax

4,496.78

2,364.91 9,838.90 4,701.57

(-} Depreciation

2.16 1.71 2.28 1.71

Profit/(Loss) before Tax

4,494.62 2,363.20 9,836.62 4,699.86

(-} Tax Expenses

982.51 420.48 2263.60 993.71

Profit/(Loss) after Tax

3,512.11 1,942.72 7,573.02 3,706.15

(+} Other Comprehensive Income

1,46,961.62 3,925.76 3,84,453.97 58,702.51

Total Comprehensive Income for the year

1,50,473.73 5,868.48 3,92,026.99 62,408.66

FINANCIAL PERFORMANCE:

Total Income;

On a standalone basis, total income for FY 2023-24 of Rs. 4,747.96 lakhs compared to Rs. 2,608.73 lakhs of the previous year, mainly due to higher gain on fair value changes of mutual fund and other investments, which was Rs. 2,288.84 lakhs for the current year as compared to Rs. 56.03 lakhs in the previous year.

On a consolidated basis, total income was Rs. 10,223.92 lakhs, as compared to Rs. 5,053.94 lakhs in the previous year, mainly due to higher dividend income, which was Rs 5,512.20 lakhs for FY 2023-24 as compared to Rs 4,624.80 lakhs in the previous year, and higher gain on fair value changes of mutual funds and other investments of Rs 4,455.22 lakhs as compared to Rs. 121.86 lakhs in the previous year.

During the year, equity market performance for India was one of the best over the last three years due to various contributing factors like good domestic inflows, buoyancy in tax collections, stable monetary policies, GDP growth around 8.2% etc. as a result BSE Sensex rose by 24.9% over last year.

Expenses:

On a standalone basis, the total expenses for FY 202324 at Rs. 253.34 lakhs were marginally higher compared to previous year's Rs. 245.53 lakhs year. The increase was mainly due to higher employee benefit expenses. On consolidated basis, the total expenses for FY 2023-24 were Rs. 387.30 lakhs as compared to Rs. 354.08 lakhs for the previous year mainly due to increase in employee benefit expenses and investment expenses.

Profit After Tax:

Standalone Profit after Tax for FY 2023-24 was Rs. 3,512.11 lakhs as compared to Rs. 1,942.72 lakhs during the previous year, mainly due to higher revenue.

Consolidated Profit after Tax for FY 2023-24 was Rs. 7,573.02 lakhs as compared to Rs. 3,706.15 lakhs during the previous year, mainly due to higher revenue.

The cashflow arising from the profits for the year has been deployed in the business.

Amounts proposed to be carried to reserves:

An amount of Rs. 702.42 lakhs has been transferred to Special Reserve in standalone financial statements as per the statutory requirements. The Company has not transferred any amount to General Reserves during the year.

DIVIDEND:

With a view to conserve resources in the volatile environment and to maintain sufficient funds for investment and working capital requirements, your directors consider it prudent not to recommend any dividend for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS:

a. Industry Structure & Developments, Opportunities and Future Outlook:

Global economy has slowed down considerably, growing around 3% during Calendar Year ('CY'} 2023 due to various factors like inflation, high interest rates and geopolitical conflicts. CY2024 growth is also expected to be on similar lines. India

on the other hand has benefitted from stable macroeconomic situation and declining inflation with the GDP expanding by 8.2% in FY 2023-24. The RBI has projected inflation of 4.5 % and GDP growth of 7.2% for FY 2024-25 considering strong infrastructure push by the Government, expectation of a good monsoon and buoyancy in tax collections.

The Company is a Non-Banking Financial Company (‘NBFC') registered with the Reserve Bank of India as a Non-Deposit Accepting NBFI and derives most of its revenue from investments. Also, the value of the stocks, shares and bonds depends on the prevailing capital markets scenario. The future success of the Company continues to depend on its ability to anticipate the volatility of the financial markets, minimizing risks and increasing returns through prudent investment decisions.

The investments of the Company are typically long-term in nature and predominantly in the equity markets. The Company also invests in companies where it is a part of the promoter group from a longterm perspective. All investments decisions are reviewed by the Audit Committee and the Board of Directors, respectively, on a periodic basis.

b. Risks, Threats and Concerns:

Risk management comprises of identification, assessment, and prioritization of risks followed by coordinated and economical application of resources to minimize, monitor and control the probability and/ or impact of unfortunate events or to maximize the realization of opportunities.

The Risk Management Committee (‘RMC') of the Board of Directors manages and monitors the Company's risks, as detailed herein below under the heading “Risk Management Process”.

c. Internal control systems and their adequacy:

The Company has an adequate internal audit and control system commensurate with its size and nature of business to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations. The Audit Committee of the Board of Directors reviews the Internal Audit Report and the adequacy and effectiveness of internal controls periodically.

d. Human Resources:

Employee relations continued to remain cordial during the year under review. As on March 31, 2024, there were 5 (Five) employees including Key Managerial Personnel (‘KMP') of the Company.

e. Significant Changes in Key Financial Ratios (i.e., change of 25% or more as compared to immediately previous financial year) and Change in Return on Net Worth as compared to the immediately previous financial year, along with a detailed explanation thereof:

Return on Net Worth for FY 2023-24: 0.90%

Return on Net Worth for FY 2022-23: 0.81%

Change in return on Net Worth as compared to immediately preceding financial year: 11%

As compared to the previous year, the Company's Return on Net Worth and Net Profit has increased on account of higher Net gain on fair value changes of mutual funds and other investments. Except for this, there is no significant change (i.e. change of more than 25%) in any other key financial ratios during the current financial year as compared to immediately preceding financial year.

CAUTIONARY STATEMENT:

Statements in the Management Discussion and Analysis describing the Company's objectives, projections, estimates and expectations may constitute “forward looking statements” within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

SHARE CAPITAL

During the year under review, there was no change in the Share capital of the Company.

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year on March 31, 2024, to which the financial statements relate and the date of this report.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with Section 129(3) of the Companies Act, 2013 (‘the Act') and Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘the Listing Regulations') the Consolidated Financial Statements of the Company and its subsidiaries, including the statement containing salient features of the financial statements of all the subsidiary companies of the Company as set out in prescribed Form No. AOC-1, forms part of this Annual Report.

The Consolidated Financial Statements have been prepared in accordance with the applicable Indian Accounting Standards issued by the Institute of Chartered Accountants of India.

SUBSIDIARY COMPANIES:

There were no changes in the subsidiaries or associates during the year under review. However, pursuant to the Share Purchase Agreement entered by Instant Holdings Limited (Instant), the Company's wholly owned subsidiary, has sold its entire shareholding in Sudarshan Electronics and TV Limited (Sudarshan) on May 7, 2024. Consequently, Sudarshan has ceased to be a subsidiary of Instant and step down subsidiary of the Company with effect from that date.

Further, the Financial Statements of the subsidiaries for the year ended March 31, 2024 are uploaded on the website of the Company in accordance with Section 136 of the Act. The Financial Statements of these subsidiaries and the other related information will be made available to any Member of the Company seeking such information and also available for inspection at the Registered Office of the Company.

As required under Regulation 16(1 )(c) of the Listing Regulations, the Company has formulated the Policy on Materiality of Subsidiaries and the same is published on the Company's website at

https://www.summitsecurities.net/files/corporate

governance/PolicvonMaterialSubsidiarv.pdf

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Listing Regulations as amended upto date, the Company has adopted a Dividend Distribution Policy. The same is published on the Company's website at

https://www.summitsecurities.net/files/

DividendDistributionPolicv.pdf

RISK MANAGEMENT POLICY/ PROCESS:

The Company has constituted the Risk Management Committee (“RMC”) in accordance with Regulation 21 of the Listing Regulations and the Guidelines on Corporate Governance (“Guidelines”) issued by the Reserve Bank of India (“RBI”) as applicable to the Company. The terms of reference of the RMC are in accordance with the aforesaid Guidelines, the Act and the Listing Regulations.

The RMC had formulated a Risk Management Policy. This policy defines a process to ensure that a structured, disciplined and consistent risk strategy, providing guidance for risk activity within the Company by embedding Enterprise Risk Management within the culture of the business is in place.

One of the elements in the Risk Management Process as defined in the Risk Management Policy, is identification and assessment of risks. The identified risks pertaining to the nature of business carried out by the Company comprise of Strategic Risk, Operational Risk, Sectoral Risk, ESG related risks, Capital Market Fluctuations Risk, Regulatory & Compliance Risk, Human Resource Risk, Information and Technology Risk, Liquidity Risk etc. Risk

mitigation measures are also reviewed alongside the identified risks. A report on risk evaluation and mitigation covering the elements of risks, impact and likelihood, mitigation measures and risk assessment is periodically presented before the RMC for review and placed before the Board of Directors for information.

RELATED PARTY TRANSACTIONS:

The Company has in place a Policy on Related Party Transactions for purpose of identification and monitoring of Related Party Transactions. The policy was last revised and approved by the Board of Directors on February 10, 2022, and is published on the Company's website at

https://www.summitsecurities.net/files/corporate

governance/RelatedPartvTransactionPolicv.pdf

The Company had not entered into any transaction with related parties during the year under review which requires reporting in Form No. AOC-2 in terms of the Section 134(3) and 188(1) of the Act read with Rule 8(1) of the Companies (Accounts) Rules, 2014.

There are no relationships between the Directors interse nor any relationship between the Key Managerial Personnel (KMP) inter-se.

None of the Directors/KMP had any pecuniary relationships or transactions vis-a-vis the Company except the sitting fees paid to Directors and remuneration paid to KMP's.

ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act read with Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return is published on the Company's website at

https://www.summitsecurities.net/files/AGM/MGT-7/ MGT-7 FY23-24.pdf

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Since the Company is registered as a Non-Banking Financial Company (NBFC) not accepting public deposits, with the Reserve Bank of India and having its principal business of making investments, the Company is accordingly exempted from the relevant provisions under Section 186 (11) of the Act. Further, the Company has neither given any loans or advances nor guarantees during the year under review.

PUBLIC DEPOSITS:

Since the Company is registered with the Reserve Bank of India as an NBFC not accepting public deposits, it is exempted from the provisions of Section 73 of the Act.

Further, the Company has not accepted public deposits as defined under RBI's Master Direction on NBFC- Acceptance of Public Deposit (Reserve Bank) Directions, 2016.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. Directors:

Pursuant to the provisions of the Act and Articles of Association of the Company, Mr. Hari Narain Singh Rajpoot (DIN: 00080836), Non-Executive Director, retires by rotation at the Twenty-Seventh AGM and being eligible, has offered himself for re-appointment.

Based on the recommendations of the Nomination and Remuneration Committee, considering their skills, expertise and experience and the declaration submitted by him and pursuant to Section 149, 150 and 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Rules made thereunder and Regulation 16, 17 and other relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('the Listing Regulations') as amended from time to time, the Articles of Association of the Company and upon recommendation of the Nomination and Remuneration Committee, the Board of Directors had:

(i) At their meeting held on May 16, 2024:

(a) appointed Mr. Rohin Feroze Bomanji (DIN: 06971089) as an Additional (Non-Executive, Independent) Director of the Company for a term of Five (5) consecutive years w.e.f. August 1, 2024, subject to the approval of the shareholders by means of special resolution.

(b) considered and approved re-appointment of Mr. Ramesh Chandak (DIN: 00026581) as an Independent Director for the second term of Five (5) consecutive years with effect from September 27, 2024, subject to the approval of the shareholders by means of special resolution;

(ii) At their meeting held on July 19, 2024, considered and recommended Appointment of Mr. Sunil Kamlakar Tamhane (DIN: 03179129) as the Independent Director of the Company for a term of Five (5) consecutive years with effect from September 16, 2024, subject to the approval of the shareholders by means of special resolution.

Pursuant to Section 161 of the Act, Mr. Bomanji holds office from August 1,2024, upto the date of this Annual General Meeting of the Company (AGM) and is eligible for appointment as a Director.

Mr. Bomanji, Mr. Chandak and Mr. Tamhane, qualify to be Independent Directors pursuant to Section 149 (6) and other applicable provisions of the Act, Rules made thereunder and the Listing Regulations.

Accordingly, the Special Resolutions are being proposed by the Board of Directors for members approval, at this AGM for approving the following directorships, who all, shall not be liable for retirement by rotation during their tenure mentioned below:

(i) Appointment of Mr. Bomanji as an Independent Director of the Company for a term of Five (5) consecutive years with effect from August 1, 2024 until July 31, 2029.

(ii) Appointment of Mr. Tamhane as an Independent Director of the Company for a term of Five (5) consecutive years with effect from September 16, 2024 until September 15, 2029

(iii) Re-appointment of Mr. Chandak as an Independent Director of the Company for a second term of Five (5) consecutive years with effect from September 27, 2024 until September 26, 2029.

In compliance with Section 102(1) of the Act, Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 (SS-2) on General Meetings, necessary details have been annexed to the Notice of the AGM.

b. Key Managerial Personnel:

During the year under review, based on the recommendations of the Nomination and Remuneration Committee and the Audit Committee, the Board of Directors appointed Mr. Anand Rathi as the Chief Financial Officer of the Company effective March 01, 2024, considering the retirement of Mr. Paras Mal Rakhecha as Chief Financial Officer on February 29, 2024.

As on March 31, 2024, pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Act read with the rules framed thereunder, the following persons were the Key Managerial Personnel of the Company as on March 31,2024:

1. Mr. Arvind Dhumal, Manager.

2. Mr. Anand Rathi, Chief Financial Officer; and

3. Ms. Jiya Gangwani, Company Secretary.

Mr. Arvind Dhumal was appointed as the Manager of the Company through an ordinary resolution passed the members through postal ballot on December 19, 2021, for a period of 3 years commencing from November 16, 2021, until November 15, 2024.The present term of Mr. Dhumal as Manager concludes on November 15, 2024. Upon recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on May 16, 2024, have approved the re-appointment of Mr. Arvind Dhumal as Manager of the Company for a period of three (3) years commencing from November 16, 2024 until November 15, 2027, subject to approval of members at the this AGM.

Accordingly, the Board recommends the reappointment of Mr. Arvind Dhumal as Manager of the Company at the this AGM.

c. Declarations from Independent Directors:

In terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation 16 and other applicable provisions under Listing Regulations including any amendment(s) thereof, the Company has received declarations from all the Independent Directors of the Company that they meet with the criteria of independence as provided in the Act and the Listing Regulations. There has been no change in the circumstances affecting their status as an Independent Director during the year.

In the opinion of the Board of Directors, the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold the highest standards of integrity.

The Independent Directors have confirmed that they have registered and renewed, if applicable, their names in the data bank maintained with the Indian Institute of Corporate Affairs ('IICA'). In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, all the Independent Directors of the Company are exempted from undertaking the online proficiency self-assessment test. The Independent Directors are in compliance with the provisions of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended and applicable.

The Independent Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees and reimbursement of expenses, if any, incurred by them for attending meeting of the Company.

d. Familiarization Programme for Independent Directors:

Pursuant to the Code of Conduct for Independent Directors specified under the Act and Regulation 25(7) of the Listing Regulations, the Company familiarises its Independent Directors on their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates and business model of the Company, etc. The note on this familiarisation programme is also published on the Company's website at

https://www.summitsecurities.net/files/Note on Familiarisation Prog for Ind.pdf

MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met four times during the year ended March 31, 2024, the details of the same are mentioned in the Corporate Governance Report, which forms part of this Annual Report.

COMMITTEES:

As on March 31, 2024, the Committees comprised of mandatory committees as per the Act and the Listing Regulations viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee.

The non-mandatory committees comprise of the Asset Liability Management Committee and IT Strategy Committee constituted as per applicable RBI guidelines. Details of the composition of these committees along with the number of meetings held during the year and other related details are set out in the Corporate Governance Report which forms part of this Annual Report.

There have been no instances where the Board of Directors has not accepted the recommendations of any of its committees, including the Audit Committee.

ANNUAL PERFORMANCE EVALUATION OF BOARD, ITS COMMITTEES AND DIRECTORS:

The Annual Evaluation, as required under the Act and the Listing Regulations, has been carried out by the Board of Directors of its own performance, the performance of each individual Director (including its chairperson) and its committees. For this purpose, an Evaluation Questionnaire which was prepared considering the criteria for evaluation in accordance with the Company's “Nomination and Remuneration Policy”, approved by the Board of Directors on recommendation of the Nomination and Remuneration Committee, taking into account the applicable provisions of the Act and the rules made thereunder, the Listing Regulations read with the Circulars issued by SEBI in this regard, which inter-alia covered various aspects such as participation in meetings, contribution to strategic decision making, core governance and compliance, etc. The aforesaid Evaluation Questionnaire was circulated to all the Directors and their responses were received in a sealed envelope addressed to the Chairman of the Board of Directors and results thereof were then discussed in the next meeting of the Board of Directors.

NOMINATION AND REMUNERATION POLICY:

Pursuant to the Act, SEBI Listing Regulations and NBFC Regulations, the Company has constituted a Nomination and Remuneration Committee consisting of composition as defined therein. The terms of reference of the Committee, inter alia, include dealing with appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The Policy inter-alia covers the criteria for determining qualifications, positive attributes and independence of a director, etc.

The detailed Policy is given as Annexure A to this Report and is also published on the Company's website at

https://www.summitsecurities.net/files/corporate governance/Nomination and Remuneration Policv.pdf.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Act, your Directors to the best of their knowledge and belief confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any;

(b) such accounting policies have been selected and applied consistently and such Judgements and estimates have been made that are reasonable and prudent to give a true and fair view of the state of affairs of the Company in the Balance Sheet as at March 31,2024 and the Statement of Profit and Loss for the financial year ended March 31, 2024;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) the annual accounts have been prepared on a going concern basis.

(e) the proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively.

(f) the systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted vigil mechanism in the form of Whistle Blower Policy (‘WBP') for directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The WBP is also published in the Company's website at https://www.summitsecurities. net/files/corporate governance/Whistle BlowerPolicy.pdf

PARTICULARS OF EMPLOYEES:

a. A statement containing the Disclosures pursuant to Section 197(12) of the Act and Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure B to this Report.

b. The statements required under Section 197 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘the Rules'), as amended, will be made available to any Member upon request. Any member interested in obtaining a copy of the said statement may write to the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is an NBFC and engaged in investments and financial activities, its operations do not account for substantial energy consumption. However, the Company adopts all possible measures to conserve energy and at the same time several environment friendly measures are adopted by the Company.

The provisions relating to research and development and technology absorption are not applicable to the Company. During the year under review, there have been no transactions in the Company relating to foreign exchange earnings and outgo.

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the introduction of sub-section (9) under Section 135 of the Act vide the Companies Amendment Act, 2020, which was effective from January 22, 2021, the Board of Directors are empowered to perform the functions of CSR Committee as the annual expenditure is below the threshold of Rs 50 Lakhs.

The CSR policy of the Company is published on the Company's website at https://www.summitsecurities.net/ files/corporate governance/CSR Policv.pdf.

A report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure C to this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Company was not in the Top 1,000 companies as per Market Capitalization as on March 31, 2024, at both the Stock Exchanges, where it is listed namely - BSE Limited and National Stock Exchange of India Limited. Accordingly, the Company is not required to submit a Business Responsibility and Sustainability Report (which replaces the earlier requirement of a Business Responsibility report) in view of Regulation 34 read with Regulation 3(2) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

STATUTORY AUDITORS:

The shareholders of the Company had, at the Twenty- Fourth AGM held on September 24, 2021, had approved the appointment of M/s. Sharp & Tannan, Chartered Accountants (Firm Registration No. 109982W) as statutory auditors of the Company to hold office from the conclusion of Twenty-Fourth AGM till the conclusion of Twenty-Seventh AGM of the Company.

Accordingly, the term of M/s. Sharp & Tannan, Chartered Accountants (Firm Registration No. 109982W) as statutory auditors of the Company concludes at the ensuing Twenty Seventh AGM of the Company.

Further, M/s. Sharp & Tannan, Chartered Accountants had expressed their ineligibility to continue as statutory auditors of the Company vide their letter dated April 19, 2024, considering the applicability of guidelines for appointment of statutory auditors of NBFC's as envisaged in RBI Circular no. RB1/2021-22/25 Ref. No. DoS. CD.ARG/ SEC.01/08.91.001/ 2021-22 dated April 27, 2021 (‘RBI Circular').

M/s. DMKH & Co, Chartered Accountants (Firm Registration No: 116886W) have confirmed that they are eligible to act as the Statutory Auditors of the Company in compliance with Section 139 and 141 of the Act read with rules made there under, Listing Regulations and RBI Act, 1934, RBI Circulars read with other relevant Regulations / Notifications / Circulars issued thereunder, to the extent applicable.

Based on the recommendation(s) of the Audit Committee, the Board has recommended the appointment and remuneration of M/s. DMKH & Co (Firm Registration No: 116886W), Chartered Accountants as statutory auditors of the Company to hold office from the conclusion of Twenty-Seventh AGM till the conclusion of Thirtieth AGM of the Company, subject to the approval of the members at the ensuing AGM.

Necessary resolution(s) and explanation(s) thereto as required under the Act read with Rules made thereunder and Listing Regulations have been provided in the ensuing AGM notice seeking approval of members on the aforesaid appointment.

INTERNAL AUDITORS:

M/s. V. S. Somani & Co, Chartered Accountants were the Internal Auditors of the Company for FY 2023-24 They have consented to act as Internal Auditors of the Company for FY 2024-25.

Based on the recommendations of the Audit Committee, the Board of Directors had, at their meeting held on May 16, 2024, re-appointed M/s. V. S. Somani & Co., Chartered Accountants as the Internal Auditors of the Company for FY 2024-25.

SECRETARIAL AUDITORS:

M/s. Parikh Parekh & Associates, Company Secretaries were appointed as the Secretarial Auditors for conducting the Secretarial Audit in accordance with Section 204 of the Act for the year ended March 31, 2024. The Secretarial Audit Report prepared in accordance with Section 134(3) and Section 204(1) of the Act in the prescribed Form No. MR-3 by M/s. Parikh Parekh & Associates, Company Secretaries is attached as Annexure D to this Report.

SECRETARIAL AUDIT OF MATERIAL UNLISTED SUBSIDIARY:

Although the provisions of Section 204(1) of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to Instant Holdings Ltd (‘Instant'), material unlisted subsidiary of the Company, Secretarial Audit of the said subsidiary was carried for the year ended March 31,2024, in accordance with Regulation 24A of the Listing Regulations. The Secretarial Audit Report of Instant issued by M/s. Parikh Parekh & Associates, Company Secretaries is attached as Annexure E to this Report.

EXPLANATION AND COMMENTS ON AUDITORS' REPORT AND SECRETARIAL AUDIT REPORT:

There is no qualification, reservation or adverse remark or disclaimer made either by the Statutory Auditor in Auditors Report or by the Company Secretary in Practice (Secretarial Auditor) in the Secretarial Audit Report.

Further, the Statutory Auditors have not reported any instances of fraud to the Central Government and Audit Committee as per the provisions of Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

CORPORATE GOVERNANCE:

A report on Corporate Governance along with a certificate from the Auditors of the Company stipulated pursuant to Regulation 34 of the Listing Regulations are annexed as Annexure F to this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

DETAILS OF PROCEEDING MADE OR PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no proceedings made nor were any pending under the Insolvency and Bankruptcy Code, 2016. There was no instance of onetime settlement with Bank or Financial institution.

DETAILS OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, the Company had neither borrowed any amount nor were there any pending loans from any bank, so the question of one-time settlement or valuation in this regard does not arise.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in the nature of business.

INTERNAL FINANCIAL CONTROLS:

Details in respect of adequacy on internal financial controls with reference to the financial statements are stated in the Management Discussion and Analysis section of this Report.

MAINTENANCE OF COST RECORDS:

The provisions of Section 148(1) of the Act are not applicable to the Company,

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Board of Directors at their Meeting held on May 23, 2014, constituted Internal Complaints Committee pursuant to Section 4 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“the Act”),

As per Section 6 of the Act, those organizations which have less than ten employees can refer the complaints to the Local Committee instead of constituting Internal Committee, Considering the Company had less than ten employees, the Board of Directors at its meeting held on August 02, 2023 had dissolved the Internal Complaints Committee,

However, the Company has not received any complaint of sexual harassment during the financial year 2023-24,

SECRETARIAL STANDARDS:

The Institute of Company Secretaries of India (ICSI) has currently mandated compliance with the Secretarial Standards on board meetings and general meetings, During the year under review, the Company has complied with the applicable Secretarial Standards issued by ICSI,

ACKNOWLEDEMENTS:

Your Directors place on record their gratitude for the continued support and co-operation extended by the Government authorities, banks, members and employees of the Company,

On behalf of the Board of Directors

Ramesh Chandak
Chairman
DIN: 00026581

Date: July 19, 2024

Place: Mumbai

   

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