To,
The Members
Amarnath Securities Limited
Your Directors have pleasure in presenting the 29thAnnual Report together
with the audited statement of accounts for the year ended 31st March, 2023.
FINANCIALRESULTS
The summarized financial results for the year ended 31st March, 2023 are as
under:
(Amount in )
Particulars |
2022-23 |
2021-22 |
| Profit before Interest, Depreciation and Tax |
23,63,415 |
8,04,600 |
| Interest |
2,94,098 |
- |
| Depreciation |
- |
52,800 |
| Exceptional Item |
23,471 |
- |
| Profit(Loss)Before Tax |
20,45,846 |
8,04,600 |
| Provision for taxation |
68,295 |
2,11,500 |
| Profit(Loss)After Tax |
19,77,551 |
5,93,100 |
OPERATIONS
The income and profits of the Company are derived from interest income and supplemented
by profit on sale of investments.
AMOUNT TO BE CARRIED TO RESERVE
The Company has not transferred any amount to the reserves during the period under
review.
DIVIDEND your Director do not recommend dividend for the financial Year March 31,
2023.
SHARE CAPITAL
The paid up equity share capital as on 31stMarch 2023 was
Rs.3,00,02,000/-divided into 30,00,200 equity share of Rs.10/- each.
During the year under review the company has not made any fresh issue of shares.
TRANSFER OF UNPAID / UNCLAIMED DIVIDEND
The Company does not have any amount of Unpaid /Unclaimed Dividend which is required to
be transferred to the Investors Education & Protection fund as required under Section
of the Companies Act. There are no other statutory amount like outstanding unpaid Refund
Amount on Share Applications, unpaid interests or principal of Deposits and Debentures
etc. lying with the company which are required to be transferred to Investors Education
and Protection Fund.
COMPLIANCE WITH THE LISTIN GAGREEMENT
The Company's shares are listed on BSE Ltd. and Company has complied with the mandatory
provisions of Corporate Governance as stipulated in the Listing Agreement with the Stock
Exchange.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THECOMPANY MATERIAL
CHANGE Following are material changes during the year under review. Dr. Omkar Pravin
Herlekar appointed as Non-executive non Independent Director, Mr. Ajay Hareshlal Sukhwani
appointed as Non-executive Independent Director Ms. Chandni Kishan Makhija Non-executive
Independent Director
Mr. Laxmikant Ramprasad Kabra resigned from the designation of Non-executive non
independent Director of the Company on October 02, 2022 .
Ms. Archana Dakhale resigned from the designation of Non-executive independent director
of the Company on November 02, 2022.
Mr. Jaid Kojar resigned from the designation of Non-executive independent director of
the Company on November 02, 2022.
DEPOSITS
The company has not accepted the deposits during the year under review which is not in
compliance of the statutory provisions.
CORPORATE SOCIAL RESPONSIBILITY
As per Section 135(1) of the Companies Act, 2013 and the Companies (Corporate Social
Responsibility) Rules, 2014 read with various clarifications issued by the Ministry of
Corporate Affairs, every Company having the net worth of Rs.500 crores or more or turnover
of Rs.1000 cores or more net profit of Rs. 5 crores or more shall constitute a CSR
Committee of the board consisting of three or more directors. Accordingly, the provision
of CSR activities under Companies Act, 2013 does not apply to your company.
CORPORATE GOVERNANCE
A detailed report on corporate governance, together with a certificate from the
Secretarial Auditor, in compliance with the relevant provisions of SEBI (Listing
Obligations and Disclosure Requirements),Regulations2015, is attached as part of this
report, vide Annexure A. Compliance reports in respect of all laws applicable to
the Company have been reviewed by the Board of Directors.
PARTICULARS OF THE EMPLOYEES:
The Company has no employee to whom the provision of section 197(12) of the Companies
Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 apply.
JOINT VENTURE COMPANY / ASSOCIATES
The Company has no Joint Venture Company/Associates as on date of this Balance Sheet.
SUBSIDIARY
The Company has no subsidiary as on date of this Balance Sheet dated March 31, 2023.
CONSOLIDATION OF ACCOUNTS
In accordance with the Notification issued by the Ministry of Corporate Affairs,
Government of India to amend the Companies (Accounts) Rules, 2014, vide notification dated
14th October 2014, No. G.S.R. 723(E), in Rule6, after existing provision of the
Companies (Accounts) Rules, 2014. As such Consolidation of Accounts is not Applicable for
the current financial year 2022- 23.
RELATED PARTY TRANSACTION
All related party transactions that were entered into during the financially ear were
on an arm's length basis and in the ordinary course of business. All there lasted party
transactions are pre-approved by the Audit Committee. During the year, the Company has not
entered into any contract/arrangement with related parties which could be considered
materially significant related party transactions. Therefore AOC-2 is not required to be
attached. The details of the transaction with Related Party are provided in the
accompanying financial statement.
EXTRACTS OF ANNUAL RETURNS
The Annual Return in Form MGT-7 for the financial year ended 31st March,
2023 is available on the website of the Company at www.amarnathsecurities.co.in
Shareholders can assess the extract of annual return through link:
www.amarnathsecurities.co.in.
DISCLOSURE OF INFORMATION AS REQUIRED UNDER SECTION 134 (3) (M) OF THE COMPANIES ACT,
2013 (ACT) READ WITH THE COMPANIES (ACCOUNTS)RULES, 2014.
(i) CONVERSIONOFENERGY
The Additional information required under the Act relating to conservation of energy is
not applicable to your company.
(ii) TECHNOLOGY ABSORPTION
The Additional information required under the Act relating to technology absorption is
not applicable to your company.
(iii) FOREIGN EXCHANGE EARNINGS OR OUT GO
The company has no foreign exchange earning so rout goes during the year under review.
SECRETARIALSTANDARDS
The Ministry of Corporate Affairs notified the Secretarial Standard on Meetings of the
Board of Directors (SS 1) and Secretarial Standard on General Meetings (SS 2) effective
from July 1, 2015.YourCompanycomplieswith the same.
Your Company will comply with the other Secretarial Standards issued by the Institute
of Company Secretaries of India (ICSI) as and when they are made mandatory.
AUDITORS: Statutory Auditors
S D P M & Co. Chartered Accountants (Firm RegistrationNo.126741W) has been
appointed as Statutory Auditors from Financial year 2022-23 up to financial year 2026-27.
The Auditors' Report does not contain any qualification, reservation or adverse remark
Independent Auditors Report Annexed which forms part of this Annual Report.
Internal Auditors
Pursuant to the provision of Section 138 of the Companies Act, 2013 and the Companies
(Accountants) Rules, 2014 the company has adequate internal audit system.
Secretarial Audit
Pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personal) Rules, 2014, the company has
appointed M/s Shivam Sharma & Associates, Company Secretary in Practice to undertake
the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed here
with as "Annexure B" as MR-3.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Board Members has in place adequate internal financial controls with reference to
the Financial Statements. The Audit Committee of the Board reviews the internal control
systems including internal financial control system, the adequacy of internal audit
function and significant internal audit findings with the management, Internal Auditors
and Statutory Auditors.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (5) of Companies Act, 2013, as amended, with
respect to the Directors Responsibility Statement, it is here by confirmed that:
i. In the preparation of the accounts for the financial year ended 31st
March, 2023 the applicable Accounting Standards have been followed along with proper
explanation relating to material pastures; 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 31st March, 2023 and of the Profit and Loss of the Company for
the year ended 31st March, 2023; 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 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 the financial year ended 31st
March, 2023 on a going concern basis. v. 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. vi. The Directors had devised proper systems
to ensure compliance with the provisions of all applicable laws and those systems we read
equate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Directors of your company are well experienced with expertise in their respective
fields of technical, finance and strategic and operation management and administration.
None of the directors of your company are disqualified under the provision of companies
Act 2013. During the period under review, no Non-Executive Director of your Company had
any pecuniary relationship or transactions with the Company except as stated elsewhere in
this Report and in the notes to the accounts.
All the appointment of the Directors of the company are in compliance with the
provisions of Section 164 of the Companies Act, 2013.
There is change in the management during the year, Mr. Omkar Pravin Herlekar appointed
as Non executive, Non Independent Director, Mr. Ajay Sukhwani appointed as Non- executive
Independent Director and Ms. Chandni K Makhija, appointed as Non-executive Independent
Director of the Company, as on November 02, 2022. Mr. Laxmikant Kabra, who was appointed
as a Non-executive non-Independent director resigned on October 03, 2022. Mr. Jaid Ismail
Kojar & Ms. Archana Prakash Dakhale, also resigned on November 02, 2022 from the board
of the Company.
Ms. Swapna Rajaram Bansode resigned from the designation of Company secretary &
Compliance officer of the company with effect from July 12, 2022. Ms. Ruchi Gupta was
appointed as the Company secretary & Compliance officer of the Company with effect
from July 18, 2022.
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under section149 (6)of the Companies Act,2013 and according to
LODR Regulation.
FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
Incompliance with the requirements of Regulation 25(7) of the Listing Regulations,2015
the Company has put in place a Familiarization Programme for Independent Directors to
familiarize them with the Company, their roles, rights, responsibilities in the Company,
nature of the industry in which the Company operates, business model etc. The details of
the Familiarization Programme conducted are available on the website of the Company
www.amarnathsecurities.co.in
EVALUATION O FPERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTOR
During the year, the evaluation of the annual performance of individual directors
including the Chairman of the Company and Independent Directors, Board and Committees was
carried out under the provisions of the Act and relevant Rules and the Corporate
Governance requirements as prescribed under Regulation 17 of Listing Regulations, 2015 and
the circular issued by SEBI dated January 5, 2017 with respect to Guidance Note on Board
Evaluation. The Nomination and Remuneration Committee had approved the indicative criteria
for the evaluation based on the SEBI Guidance Note on Board Evaluation.
The Chairman of the Company interacted with each Director individually, for evaluation
of performance of the individual directors.
In a separate meeting of Independent Directors, performance of Non Independent
Directors and performance of the Board as a whole was evaluated. Further, they also
evaluated the performance of the Chairman of the Company, taking into account the views of
the Executive Directors and Non-executive Directors.
The performance of the Board was evaluated by the Board after seeking inputs from all
the Directors on the basis of various criteria such as structure and diversity of the
Board, experience of Director, strategy and performance evaluation, secretarial support,
evaluation of risk, evaluation of performance of the management and feedback, independence
of the management from the Board 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
mandate and composition, effectiveness of the committee, structure of the committee and
meetings, independence of the committee from the Board and contribution to decisions of
the Board. The Nomination and Remuneration Committee reviewed the performance of the
individual Directors on the basis of the criteria such as knowledge and competency,
fulfillment of functions, availability and attendance, initiative integrity contribution
and commitment, independence, independent views and judgment etc.
NUMBER OF MEETINGS OF THE BOARD
The Board of Directors of the Company met 8 (Eight) times during the financial year.
The details of Board Meetings are provided in the Corporate Governance Report, which forms
part of this Annual Report.
For details of meetings of the Board, please refer to the Corporate Governance Report,
which is a part of this report as Annexure A
COMMITTEES OF THE BOARD
Your company has three (3) statutory committee of the Board of Director as on March 31,
2023. Details given in the Corporate Governance Report as Annexure A. Statutory
Committees:
? Audit committee
? Nomination and Remuneration Committee ? Stakeholders Relationship Committee
The details pertaining to composition of Audit Committee are included in the Corporate
Governance Report, which forms a part of this Report.
CORPORATEGOVERNANCEREPORT
A detailed Report on Corporate Governance and Certificate of the Auditors of the
Company regarding compliance of the conditions of Corporate Governance as stipulated in
Part C of Schedule V of the Listing Regulations, 2015, are enclosed as a separate section
and forms a part of this Report under Annexure A.
MANAGEMEN TDISCUSSION AND ANALYSIS:
Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations, 2015,
detailed review of operations, performance and future outlook of the company is covered
under Management's Discussion & Analysis which forms a part of this report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
Being Non-Banking Financial Company (NBFC) Provision of Section 186 of the Companies
Act 2013 is not applicable.
NON-BANKING FINANCIAL COMPANIES (RESERVE BANK OF INDIA) DIRECTIONS
The Company follows the RBI Directive regarding NBFC Business.
PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE
Your Company strongly believes in providing a safe and harassment free workplace for
each and every individual working for the Company through various interventions and
practices. It is the continuous endeavor of the Management of the Company to create and
provide an environment to all its employees that is free from discrimination and
harassment including sexual harassment. The Company has adopted a policy on prevention,
prohibition and redressal of sexual harassment at work place in line with the provisions
of the Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal)
Act 2013 and the Rules thereunder. The Company arranged various interactive awareness
workshops in this regard for the employees in the Corporate Office during the financial
year. During the financial year ended March 31, 2023 no complaint pertaining to sexual
harassment was received by the Company.
VIGIL MECHANISM POLICY
The company has devised an effective Vigil Mechanism for stakeholders including
Directors, shareholders, employees to report concerns about unethical behavior, actual or
suspected fraud or violation of the company's code of conduct or ethics policy to freely
communicate their concerns about illegal or unethical practices. The policy has been
explained in detail in the website of company i.e. www.amarnathsecurities.co.in.
SIGNIFICANTOR MATERIAL OR DERPASSED BY REGULATORS/COURTS
During the year under review, No Material Order has been passed by the
Regulators/Courts.
SECRETARIAL STANDARDS
The Company is incompliance with applicable Secretarial Standards issued by the
Institute of Company Secretaries of India
DETAILS OF FRAUD, IF ANY REPORTED BY THE AUDITORS
There have been no instances of fraud reported by Auditors pursuant to Section 143(12)
of the Companies Act, 2013.
ANNUAL SECRETARIAL COMPLIANCE REPORT
The Company has under taken an audit for the financial year 2022-23 for all applicable
compliances as per Securities and Exchange Board of India Regulations and
Circulars/Guidelines issued there under.
The Annual Secretarial Compliance Report submitted by your Company to the Stock
Exchanges is provided under Annexure C which forms part of this report.
APPRECIATIONS AND ACKNOWLEDGEMENT:
The Board wish to express their appreciation for the continued co-operation of the
Government of India, Governments of various States in India, bankers, financial
institutions, Shareholders, customers, dealers, suppliers and also, the valuable
assistance. The Directors also wish to than all the employees for their contribution,
Support and continued commitment throughout the year.
|
Sd/- |
Date: September 04, 2023 |
Mr. Naresh Padhir |
Place: Mumbai |
Whole time Director |
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DIN: 08379067 |
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