To, The Members,
Your Directors have pleasure in presenting their 30th Annual
Report of the Company for the financial year ended
31st March, 2024.
FINANCIAL HIGHLIGHTS
( in Crores)
| Particulars |
|
Standalone |
|
|
Consolidated |
|
|
2023-24 |
2022-23 |
Change (%) |
2023-24 |
2022-23 |
Change (%) |
| Total Revenue |
599.55 |
427.79 |
40 |
623.97 |
447.63 |
39 |
| Total Expenditure |
420.79 |
317.00 |
33 |
432.00 |
328.69 |
31 |
| Profit before exceptional |
178.76 |
110.79 |
61 |
191.97 |
118.94 |
61 |
| items and tax |
|
|
|
|
|
|
| Total Tax Expenses |
44.82 |
21.23 |
111 |
48.76 |
22.48 |
117 |
| Share of Profit/loss in |
- |
- |
- |
6.17 |
4.50 |
37 |
| Associate |
|
|
|
|
|
|
| Profit for the year |
133.94 |
89.56 |
50 |
149.38 |
100.96 |
48 |
| Total Comprehensive |
133.65 |
89.47 |
49 |
149.19 |
101.14 |
48 |
| Income |
|
|
|
|
|
|
FINANCIAL HIGHLIGHTS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
Indian Subsidiaries
| Company Name |
FY 2023-24 |
FY 2023-24 |
FY 2023-24 |
|
Total income |
Total Expense |
Profit / Loss |
|
|
|
for the year |
| Geojit Technologies (P) Ltd. |
29.88 |
15.42 |
10.82 |
| GeojitCredits (P) Ltd |
5.38 |
4.61 |
0.85 |
| Geojit Techloan (P) Limited |
0.15 |
0.02 |
0.10 |
| GeojitIFSC Limited |
0.05 |
0.56 |
(0.51) |
Overseas Subsidiaries, joint ventures & Associates
| Company Name |
FY 2023-24 |
FY 2023-24 |
FY 2023-24 |
|
Total income |
Total Expense |
Profit / Loss |
|
|
|
for the year |
| Barjeel Geojit Financial Services LLC |
14.30 |
8.48 |
5.82 |
| Qurum Business Group Geojit Securities LLC |
4.59 |
2.91 |
1.41 |
| BBK Geojit Business Consultancy and Information KSCC |
0.85 |
0.51 |
0.34 |
Note :
Consolidation of Barjeel, and BBK (Joint ventures) is on “equity
method”. Therefore the consolidated profit / (loss) is directly adjusted to the
carrying amount of investments in the books. (i.e. The total income and total expense do
not directly get consolidated. Only the share of GFSL in total gain / (loss) is
consolidated into P&L.)
REVIEW OF PERFORMANCE
On a consolidated basis your company earned a total income of 623.97
crores for the financial year, profit before exceptional item and tax of 191.97 crores
and a net profit of 149.38 crores.
On a standalone basis, your Company has recorded a total income of
599.55 crores for the financial year ended 31st March 2024. The profit before
exceptional item and tax is 178.76 crores and the net profit after tax is 133.94
crores. Basic earnings per share work out to 5.60 compared to 3.75 in the previous
year.
A detailed analysis of the performance is given in the Management
Discussion and Analysis Report appended hereto.
DIVIDEND
The Board at their meeting held on 30 th April 2024 has
recommended a final dividend of 1.50 per equity share for the financial year 2023-24.
The proposal is subject to the approval of the shareholders of the Company at its ensuing
Annual General Meeting to be held on Friday, July 12, 2024.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company are prepared in
accordance with Section 129 of the Companies Act, 2013 read with relevant Accounting
Standards issued by the Institute of Chartered Accountants of India and forms part of this
Annual Report.
STATE OF COMPANY'S AFFAIRS AND OPERATIONS
Geojit Financial leverages its advanced trading platforms, domain
knowledge, and a broad national presence to guide investors towards long-term wealth
creation. It offers a comprehensive suite of products and services designed to help
clients build their financial portfolios.
Looking beyond traditional brokerage services, which can be cyclical in
nature, the company is progressively increasing its non-brokerage income streams. Further,
to capitalize on digitization and enhance returns, it has made significant investments in
IT, towards streamlining onboarding processes and enhancing customer service.
These initiatives have yielded impressive results. In FY 2023-24,
Geojit Financial attracted 1,08,759 new clients, bringing its total customer base to
13,88,900. Furthermore, assets under management and custody climbed to 93,091 crore, a
significant increase from
64,475 crore in March 2023.
TRANSFER TO RESERVE
The Company does not propose to transfer amounts to the general
reserve.
INCREASE IN SHARE CAPITAL
During the year under review, the paid-up share capital of the Company
increased from 23,90,92,702/- divided into 23,90,92,702 equity shares of 1/- each to
23,91,44,482/- divided into 23,91,44,482 equity shares of 1/- each, consequent to the
issue of 51,780 equity shares to employees upon exercise of stock options under Employee
Stock Option Scheme-2016 & Employee Stock Option Scheme-2017 of the Company.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
As on 31st March, 2024, following are the subsidiaries/
associates/joint ventures of the Company:
Subsidiaries: i. Geojit Credits Private Limited ii. Geojit Technologies
Private Limited iii. Geojit Techloan Private Limited iv. Geojit IFSC Limited v. Geojit
Investments Limited vi. Qurum Business Group Geojit Securities LLC
Joint Ventures: i. Barjeel Geojit Financial Services L.L.C ii. Aloula
Geojit Capital Company (under process of liquidation)
Associates: i. BBK Geojit Business Consultancy and Information KSCC
(Formerly known as ‘BBK Geojit
Securities KSCC')
The consolidated financial statements of the Companies are prepared in
accordance with the Indian Accounting Standards (IndAS) notified under Companies (Indian
Accounting Standards) Rules, 2015 (as amended from time to time) and presentation
requirements of Division II of Schedule III of the Act, (Ind AS compliant Schedule III),
as applicable to the consolidated financial statements and the same forms an integral part
of this Report.
Pursuant to Section 129 (3) of the Act read with Rule 5 of the
Companies (Accounts) Rules, 2014, a statement containing salient features of the financial
statements of subsidiaries, for the Financial Year 2023-24 is given in Form AOC-1 which
forms an integral part of this Annual Report.
In accordance with Section 136(1) of the Act, the
Annual Report of your Company containing inter alia, financial
statements including consolidated financial statements has been placed on the
Company's website at www.geojit.com. Further, the financial statements of the
subsidiaries are also placed on the Company's website at www.geojit.com.
Any member desirous of inspecting or obtaining copies, of the audited
financial statement including the consolidated financial statements of the Company,
audited financial statements iof the subsidiary companies may write to the Company
Secretary at companysecretary@geojit.com.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
I. Inductions
There was no appointment of Directors during the year 2023-24.
II. Re-appointments, Retirements and Cessation
As per the provisions of the Companies
Act, 2013, Mr. Satish Ramakrishnan Menon (DIN: 02277331), retires by
rotation at the ensuing Annual General Meeting and being eligible seeks re-appointment.
The Board recommends his re-appointment.
Mr. A Balakrishnan (DIN: 00050016) was reappointed as Whole-time
Director (Executive) w.e.f. 02.08.2023 for a period of three years vide Postal Ballot
ordinary resolution dated 04.10.2023.
Mr. Satish Ramakrishnan Menon (DIN: 02277331) was re-appointed as
Whole-time
Director (Executive) w.e.f. 02.08.2023 for a period of three years vide
Postal Ballot ordinary resolution dated 04.10.2023.
Mr. Rajan Krishnanath Medhekar (DIN: 07940253) was appointed as
Non-Executive Independent Director w.e.f.
30.01.2021. His term expired on 29.01.2024 and was re-appointed as
Non-Executive Independent Director w.e.f. 31.01.2024 for a period of three years vide
Postal Ballot special resolution dated 06.04.2024.
BOARD MEETINGS
The Board of Directors met 6 (six) times in the financial year 2023-24.
The details of the Board meetings and the attendance of the Directors are provided in the
Corporate Governance Report.
COMPOSITION AND MEETINGS OF AUDIT COMMITTEE
The Audit Committee is constituted with five Non- Executive Independent
Directors comprising of Mr. R Bupathy as the Chairman, Mr. Radhakrishnan Nair, Mr. Mahesh
Vyas, Mr. M P Vijay Kumar and Prof. Sebastian Morris as other Committee Members. The
Committee met 9 (nine) times in the financial year 2023-24. The details of meetings and
the attendance of the Directors are provided in the Corporate
Governance Report.
COMPOSITION AND MEETINGS OF NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee constituted with four Non-
Executive Independent
Directors comprising of Mr. Mahesh Vyas as the
Chairman, Mr. R.Bupathy, Mr. Radhakrishnan Nair, Prof. Sebastian Morris
as other Committee Members. The Committee met 3 (three) times in the financial year
2023-24. The details of meetings and the attendance of the Directors are provided in the
Corporate
Governance Report.
COMPOSITION AND MEETINGS OF STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Stakeholders' Relationship Committee constituted with Mr. R
Bupathy - Non Executive Independent Director as Chairman, Mr. C J George - Managing
Director & CEO and Mr. A Balakrishnan - Executive Director as other committee members.
The Committee met 2 (two) times in the financial year 2023-24. The details of meetings and
the attendance of the Directors are provided in the Corporate Governance Report.
ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEE AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of Companies Act, 2013 and the SEBI (Listing
Obligations & Disclosure Requirements)
Regulations, 2015, the Board of Directors has carried out an annual
evaluation of its own performance, its committee and individual Directors. Assessment for
evaluation of performance of Board, its committees and individual directors were prepared
based on various aspects, w h ich among other parameters, included competency, experience
and diversity of Board members, effectiveness of its governance practices, conducting of
meetings etc.
Further the Independent Directors, at their meetings held during the
year, reviewed the performance of the Board, the non-Independent Directors and the
Chairman.
CODE OF CONDUCT FOR DIRECTORS & SENIOR MANAGEMENT
The Board has adopted a Code of Conduct for Directors & Senior
Management in accordance with the provisions of the Companies Act, 2013 and Regulation
17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
Code also incorporates the duties of Independent Directors. All the Board Members and
Senior Management Personnel have confirmed compliance with the Code. A declaration to that
effect signed by the Managing Director forms part of the Corporate Governance Report. A
copy of the Code has been put on the Company's website.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Independent Directors of the Company are persons of integrity,
possessing rich experience and expertise in the field of corporate management, finance,
capital market, economic and business information. The company has issued appointment
letter to the Independent Directors setting out in detail, the terms of appointment,
duties, roles & responsibilities and expectations of the Independent Director. The
Board of
Directors has complete access to the information within the Company.
Presentations are regularly made to the Board of Directors / Audit Committee / Nomination
& Remuneration Committee / Corporate Social Responsibility
Committee / Stakeholders' Relationship Committee/ Enterprise Risk Management
Committee/ Management Committee on various related matters, where Directors have
interactive sessions with the Management.
The details on the Company's familiarization programme for
Independent Directors can be accessed at https:// www.geojit.com/investor-relations.
DECLARATION BY INDEPENDENT DIRECTORS
The Company h as received n ecessary declaration from each Independent
Director under Section 149(7) of the Companies Act, 2013 that he/ she meets the criteria
of Independence laid down in Section 149(6) of the Companies Act, 2013 and in terms of
SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to requirement of Section 134(3)(c) and Section 134(5) of the
Companies Act, 2013 and based on the representations received from the Management, your
Directors state that:
i. in the preparation of the annual accounts for the financial year
ended March 31, 2024, the applicable accounting standards have been followed and there are
no material departures from the same; ii. the Directors h ave 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,
2024 and of the profit 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 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 were
operating effectively; and
vi. the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
POLICY RELATING TO DIRECTORS' APPOINTMENT
The Company with the approval of Nomination & Remuneration
Committee has adopted a policy on Board diversity and the recommendation of candidature
for Board appointment will be based on merit that complements and expands the skills,
experience and expertise of the Board as a whole, taking into account gender, age,
professional experience and qualifications, cultural and educational background, and any
other factors that the Board might consider relevant and applicable from time to time
towards achieving a diverse Board.
MANAGEMENT'S DISCUSSION & ANALYSIS
The Management's Discussion and Analysis is given separately and
forms part of this Annual Report.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
In c ompliance with Regulation 34(2)(f) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Business Responsibility and Sustainability Report (“BRSR”) on the
environmental, social, and governance disclosures, including BRSR Core consisting of Key
Performance Indicators (KPIs)/metrics under 9 ESG attributes forms part of this Annual
Report.
CORPORATE GOVERNANCE
Your Company h as complied with the Corporate Governance requirements
under Companies Act, 2013 and as stipulated under the provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. A detailed Report on Corporate
Governance forms part of this Annual Report. A certificate of Statutory Auditor confirming
compliance of the Corporate Governance requirements by the Company is attached to the
Report on Corporate Governance.
ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return
(Form MGT-7) for the financial year ended March 31, 2024, is available on the
Company's website and can be accessed at www.geojit.com.
SECRETARIAL AUDIT REPORT
In accordance with the provisions of Section 204 of the Companies Act,
2013, the Board has appointed M/s. Satheesh & Remesh - Company Secretaries in
Whole-time Practice, Kochi as the Secretarial Auditor for the financial year 2023-24. The
report of the Secretarial Auditor for the FY 2023-24 is annexed to this report as Annexure
I.
There are no audit qualifications in the said Secretarial Audit Report.
AUDITORS
At the Annual General Meeting held on July 30, 2021, M/s. B S R &
Associates LLP, Chartered Accountants, were re-appointed as statutory auditors of the
Company to hold office till the conclusion of the Thirty Second Annual General Meeting to
be held in the year 2026.
Statutory Auditors Report:
The Auditors' Report to the Shareholders for the year under review
does not contain any qualification.
Details of Frauds reported by Auditors:
There were no frauds reported by the Statutory Auditors under
provisions of Section 143(12) of the Companies Act, 2013 and rules made thereunder.
COST RECORD AND AUDIT
Maintenance of cost records and requirement of cost audit as prescribed
under the provisions of Section 148(1) of the Companies Act, 2013 and rules made
thereunder are not applicable to the Company during the period ended 31st
March, 2024.
DIVIDEND DISTRIBUTION POLICY
Pursuant to the provisions of Regulation 43A of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board of Directors of the Company has adopted a Dividend Distribution Policy for
determining circumstances and parameters under which Dividend pay-out could be made on
periodical basis. The policy h ighlighted the factors to be considered by the Board of
Directors at the time of recommending/ declaring of Dividend.
Dividend Distribution Policy of the Company can be accessed at h
ttps:// www.geojit.com/StaticPdf/ Dividend%20Distribution%20Policy_Rev28072023.pdf
REMUNERATION POLICY
The c ompany follows a policy on remuneration of Directors, Key
Managerial Personnel (KMP), Senior
Management Personnel (SMP) and other employees of the Company. The
policy was approved by the Nomination & Remuneration Committee of the Company.
The Non-Executive Directors of the Company shall be entitled to receive
remuneration by w ay of sitting fees for attending meeting of the Board and
Committees thereof.
The remuneration to KMP's and SMP's and employees shall
include direct remuneration and indirect remuneration primarily and strategic remuneration
which can be performance linked and/or profit linked incentive.
Remuneration Policy of the Company can be accessed at
https://www.geojit.com/StaticPdf/Remuneration%20 Policy.pdf.
RISK MANAGEMENT POLICY
Risks are an integral part of business and it is imperative to manage
these risks at acceptable levels in order to achieve business objectives. The risks to
which the Company is exposed are both external and internal. Your company has formulated a
Risk Management Policy to provide an integrated and standardized approach in managing all
aspects of risk to which your Company is exposed. A Board-level Risk Management Committee
monitors the Enterprise Risk Management Policy with participation from officers
responsible for risk management and to take appropriate steps to ensure that these risks
are at acceptable levels.
WHISTLE BLOWER POLICY & VIGIL MECHANISM
Your Company has laid down a Vigil Mechanism and formulated a Whistle
Blower Policy in order to provide a framework for responsible and secure whistle blowing
mechanism. The Policy aims to provide an avenue for Employees and Directors to raise their
concerns about unethical behavior, actual or suspected fraud or violation of the
company's code of conduct and it also empowers the Audit Committee of the Board of
Directors to investigate the concerns raised by the employees. All Directors and Employees
of the Company are eligible to make protected disclosures under the Policy addressed to
the Vigilance Officer of the Company in relation to matters concerning the Company.
The company consistently educate stakeholders about the policy,
ensuring a regular and systematic dissemination of information. We further affirm that, no
employee of the Company was denied access to the Audit Committee.
The details on the Company's Whistle Blower Policy and Vigil
Mechanism can be accessed at h ttps:// www.geojit.com/StaticPdf/Vigil%20Mechanism%20
and%20Whistle%20Blower%20Policy.pdf
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility Committee comprises of Mr. C J
George - Managing Director & CEO as Chairman, Mr. R Bupathy - Non Executive
Independent Director and Mr. A Balakrishnan - Executive Director as
members. The Committee met 2 (two) times during the year 2023-24. The Committee has
formulated and recommended to the Board a Corporate Social Responsibility Policy (CSR
Policy) indicating activities to be undertaken by the Company, which has been approved by
the Board. The Company established a charitable trust namely Geojit Foundation and carry
most of the CSR activities of the company through the foundation.
The Company has identified Education & Skill Development, Health,
Social Inclusion and Environment as focus areas of engagement for CSR activities.
The Company would also undertake other initiatives in compliance with
Section 135 read with Schedule
VII of the Companies Act 2013. The Annual Report on CSR activities is
annexed herewith and marked as Annexure II to this report. The CSR Policy is available on
website of the company at https:// www.geojit. com/csr-policy.
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy on prevention, prohibition and redressal of sexual harassment at w
orkplace in line w ith the provision of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. The
Company conducts training programs to ensure awareness regarding prevention of sexual
harassment in the workplace. As required under the Law, an internal complaints committee
has been constituted for reporting and conducting inquiry into the complaints made by the
victim on the harassments at the workplace.
Your Directors further state that during the year under review, one
complaint was received and disposed during the year 2023-24 pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013.
INTERNAL CONTROL SYSTEM
The Company has put in place an adequate system of internal control
commensurate with its size and nature of business. These systems provide a reasonable
assurance in respect of providing financial and operational information, complying with
applicable statutes, safeguarding of assets of the Company and ensuring compliance with
corporate policies.
The scope and authority of the Internal Audit activity are well defined
in the Internal Audit Charter, approved by the Audit Committee. The Company has appointed
an external Internal Auditor and has a dedicated Internal Audit team who reports
functionally to the Audit Committee of the Board which reviews and approves risk based
annual internal audit plan. Audit Committee periodically reviews the performance of
internal audit function. During the year, the Audit Committee met regularly to review
reports submitted by the Internal Audit department. All significant audit observations and
follow-up actions thereon were reported to the Audit Committee.
The Company's Board & Audit Committee reviews adherence to
internal control systems, internal audit reports and legal compliances. The Audit
Committee reviews all quarterly and yearly financial results of the Company and recommends
the same to Board for its approval.
Further, the Statutory Auditors of the Company also conducted audit of
the Internal Financial Controls Over
Financial Reporting of the Company as on March 31,
2024, and issued their report which forms part of the Independent
Auditor's report.
INSIDER TRADING REGULATIONS
Based on the requirements under SEBI (Prohibition of Insider Trading)
Regulations, 2015, as amended from time to time, the Company has adopted a Code of Conduct
for Prevention of Insider Trading and Policy on Disclosure of Material Events/ Information
which is applicable to all Directors and the Designated Employees of the Company. The Code
lays down the guidelines, which advices on the procedures to be followed and disclosures
to be made while dealing in shares of the Company and indicate the consequences of
non-compliance. A copy of the Code has been put on the Company's website.
RELATED PARTY TRANSACTIONS
All contracts/arrangements/transactions entered by the Company during
the financial year with the related parties were in the ordinary course of business and on
an arm's length basis. During the year the company had n ot entered into any
contract/ arrangement/ transaction with any related party which could be considered
material in accordance with the policy of the company on materiality of related party
transactions. Disclosure in Form AOC-2 is given as Annexure III.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be accessed on the
Company's website at https://www.geojit.com/StaticPdf/GFSL%20-%20
Final%20approved%20RTP%20Policy.pdf
Your Directors draw attention of the members to Note 42 of the
financial statements, which sets out related party disclosures.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The Company's head office is an energy efficient building
consuming about 25 percent less energy and over 40 percent less water than conventional
buildings of similar size. The company also ensures optimized and efficient energy
management in all its offices, located across India. With the implementation of its
digital initiatives the company has also substantially reduced its paper consumption.
The company has always leveraged technological innovations to improve
its operational efficiency to satisfy and retain its customer base. Keeping in line with
SEBI guidelines, the company has been automating the customer on-boarding process. This
has enabled the Company to reduce time-consuming activities and complexity of physical
on-boarding of clients.
The details regarding foreign exchange earnings and outgo are given as
Annexure IV to this Report.
HUMAN RESOURCES
As a service Company, the Company's operations are heavily
dependent on qualified and competent personnel. As on 31st March 2024, the
total strength of the Company's permanent employees stood at 2568 excluding trainees,
casual & contract staff. Your Company takes significant effort in training all
employees at various levels.
PARTICULARS OF EMPLOYEES
Particulars of employees covered by the provisions of Section 197 of
the Companies Act, 2013 read with Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is given as Annexure V to this
Report.
In accordance with the provisions of Section 197(12) of the Act and
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the names and particulars of remuneration of top ten employees who have drawn
remuneration not less than the limits specified in the Rules are available with the
Company and in terms of provisions of Section
136(1) of the Act, this report is being sent to the members without
this detail and any member desirous of obtaining information may write to the Company and
the same shall be provided through electronic mode till the date of the ensuing Annual
General Meeting.
EMPLOYEE STOCK OPTION SCHEME (ESOS)
As of March 31, 2024, the Company has two Employee
Stock Option Schemes viz, ESOS 2016 and ESOS 2017. The Board of
Directors of the Company has allotted total 51,780 equity shares of 1/- each under ESOS
2016 and ESOS 2017 to its employees who exercised the stock options on various dates at
various exercise prices in accordance with the terms and conditions of ESOS.
During the year under review, the Company has not amended the terms of
stock options granted under ESOS 2016 and ESOS 2017.
The existing Schemes ESOS 2016 and ESOS 2017 are in compliance with the
Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 and the
Companies Act, 2013.
Details with respect to Regulation 14 of the Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is
available on our website and can be accessed at https://www.geojit.com/StaticPdf/ESOS%20
Disclosure_AR2023-24.pdf.
DISCLOSURE RELATED TO THE AGREEMENTS BINDING THE COMPANY
As on 31st March 2024, there are two agreements binding the
Company: a. Promotional Agreement entered into between Mr. C.J. George and Kerala State
Industrial Development Corporation Limited (“KSIDCL”) dated 23rd
March, 1995 (“Promotional Agreement”).
The s alient features of the agreement inter alia include option to
KSIDCL to sell its shares to the nd Promoter at higher of their market value or book
value, KSIDCL and Promoter to support each other on all matters taken up at the board
meetings and shareholder meetings.
b. Shareholders' Agreement entered into among Mr. C.J. George,
Mrs. Shiny George, BNP
Paribas S.A., BNP Paribas India Holding Private Limited and the Company
on 22 January, 2016 (“Shareholders' Agreement”). The salient features of
the agreement inter alia include Promoters to have right of first offer in the event of
sale by BNPP, and BNPP to have right of first offer in the event of sale by Promoters,
BNPP not entitled to appoint its nominee director on the board of the Company.
The details of the agreements are also available at
https://www.geojit.com/StaticPdf/Reg%2030A_ Intimation_PromoterAgreements.pdf.
TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF
Pursuant to the provisions of Section 124 of the
Companies Act, 2013, money transferred to the Unpaid Dividend Account
of the Company and which has remained unpaid or unclaimed for a period of seven years from
the date of transfer has been transferred by the Company to the Investor Education and
Protection Fund (“IEPF”) established by the Central Government pursuant to
Section 125 of the said Act.
DETAILS WITH RESPECT TO UNCLAIMED SUSPENSE ACCOUNT
The Company holds a Demat Unclaimed Suspense Account w ith Geojit
Financial Services Limited for holding the unclaimed shares of the Company.
| Sl. No |
Particulars |
Number |
| 1. |
Aggregate No. of
shareholders and the Outstanding shares in the suspense account lying at the beginning of
the year. |
5 Shareholders 15,000
Shares |
| 2. |
No. of shareholders who
approached the Company for transfer of shares from suspense account during the year. |
0 |
| 3. |
No. of shareholders to
whom shares were transferred from suspense account during the year. |
0 |
| 4. |
No. of shareholders/
shares transferred from suspense account to IEPF Authority |
1 Shareholder 4,000 Shares |
| 5. |
Aggregate No. of
shareholders and the Outstanding shares in the suspense account lying at the end of the
year. |
4 Shareholders 11,000
Shares |
The voting rights on the shares held in Unclaimed
Suspense Account shall remain frozen till the rightful owner of such
shares claims the shares.
DEPOSITS
The Company does not accept deposits from the public as specified under
Chapter V of the Companies Act 2013.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Loans, guarantees and investments covered u n der
Section 186 of the Companies Act, 2013 forms part of the notes to the
financial statements provided in this Annual Report.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments have occurred during the year
2023-24 or between the end of the financial year of the Company to the date of the report
which affect the financial position of the Company.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is no change in the nature of business carried on by the Company.
The Company has not changed the class of business in which the Company has an interest.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE
There have been no significant and material orders passed by the
regulators, courts and tribunals impacting the going concern status of the Company's
operations in future.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR.
No application has been made under the Insolvency and Bankruptcy Code;
hence the requirement to disclose the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their
status as at the end of the financial year is not applicable.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE 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.
The requirement to disclose the details of difference between amount of
the valuation done at the time of onetime settlement and the valuation done while taking
loan from the Banks or Financial Institutions along with the reasons thereof, is not
applicable.
COMPLIANCE WITH SECRETARIAL STANDARDS OF THE INSTITUTE OF COMPANY
SECRETARIES OF INDIA (ICSI)
The Company h as complied w ith the Secretarial Standards on Board
Meetings (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the ICSI.
GENERAL
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.
a. Issue of equity shares with differential right as to dividend,
voting or otherwise.
b. Issue of shares (including sweat equity shares) to employees of the
company under any scheme save and except ESOS referred to in this report.
ACKNOWLEDGEMENTS
Your Directors w ish to acknowledge the valuable guidance and
assistance received from Securities and Exchange Board of India, Stock Exchanges,
Commodity Exchanges, Depositories & other Regulatory Authorities, Kerala State
Industrial Development Corporation Limited, our clients and business partners. We look
forward to receiving their continued support and encouragement. The Board of Directors
wishes to extend their thanks and appreciation and express their gratitude for the
continuing commitment and dedication of employees at all levels. The Directors are
thankful to the esteemed shareholders for their support and the confidence reposed in the
Company.
For and on behalf of the Board of Directors
|
Sd/- |
|
R Bupathy |
| Place : Kochi |
Chairman |
| Date: 30.04.2024 |
DIN: 00022911 |
|