To The Members,
Your Directors have pleasure in presenting the Thirty Third Annual
Report of SKP Securities Limited (SKP) for the Financial Year ended 31st March 2023.
FINANCIAL HIGHLIGHTS
(Rs. in Lacs)
Particulars |
2023 |
2022 |
Total Income |
1868.41 |
1997.08 |
Total Expenses |
1376.34 |
1309.65 |
Profit Before Tax |
492.07 |
687.43 |
Tax Expenses |
181.84 |
145.23 |
Profit / (Loss) for the year |
310.23 |
542.20 |
Other Comprehensive Income |
(1.30) |
2.57 |
Total Comprehensive Income |
308.93 |
544.77 |
Retained Earnings: Opening Balance* |
2250.93 |
1806.16 |
Less : Transfer to General Reserve |
(50.00) |
(100.00) |
Retained Earnings: Closing Balance* |
2509.86 |
2250.93 |
* Retained Earnings including Other Comprehensive Income.
PERFORMANCE HIGHLIGHTS
We entered Financial Year 2022-2023 in the backdrop of post-Pandemic
stabilization marred by geopolitical disturbance, and it ended with global macroeconomic
uncertainties primarily caused by rising interest rates to tame rapidly growing inflation.
Therefore, during the year, financial markets remained volatile and uncertain.
In this backdrop the company witnessed a consolidation in its
operations. While Income from Distribution Services across customer segments grew, Broking
Services witnessed a decline across customer segments. With some significant assignments,
Merchant Banking Services grew sharply, albeit on a low base. Proprietary investments of
your company remained stable with a move towards risk reduction.
Your Directors express satisfaction that the Company has become
stronger during such uncertainty. DIVIDEND AND RESERVES
At their meeting held on 29th April 2023, your Directors have
recommended a Dividend @ 10% (' 1/- per share) for the financial year ended March 31,
2023, subject to approval of shareholders. The total dividend payout will be approximately
' 68.08 Lacs. Also, they recommended to transfer ' 50 Lacs to General Reserve.
BONUS ISSUE
On 18th June, 2022 your Company has issued and allotted 34,04,400
equity shares of ' 10/- each as fully paid up bonus equity shares in the ratio of 1:1
(i.e., one equity share of ' 10/- each for every one existing equity shares of ' 10/-)
each as on Record date i.e., 17th June 2022. Consequently, the Issued and Paid up Capital
of the Company increased from ' 340.44 Lacs to ' 680.88 Lacs divided into 68,08,800 equity
shares of ' 10/- each fully paid up.
FUTURE OUTLOOK
The on-going geopolitical and global macro-economic uncertainty have
potential to create short term VUCA (volatile, uncertain, complex, ambiguous) times in
financial markets and a similar impact on your company?s business. However, medium to
long term outlook of Indian economy and financial markets remain quite promising.
Competition and regulatory head winds may continue to be disruptive. With a diversified
portfolio of value-added services on offer, enhanced growth initiatives and strong
financials, your Directors are optimistic that the company will emerge stronger from such
VUCA times.
STATE OF THE COMPANY?S AFFAIRS
Detailed information on the operations of the Company, business
environment and future expectations are provided in the Management Discussion and Analysis
Report, in compliance with Regulations 34(2)(e) of SEBI (Listing Obligations and
Disclosure Requirement) Regulations, 2015 ("SEBI Listing Regulations")
which is annexed and marked as Annexure A to this report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES
Your Company does not have any Subsidiary, Joint Venture or Associate
Company.
CORPORATE GOVERNANCE
Your Company has complied with the Corporate Governance requirements
under the Companies Act, 2013 ("the Act") and as stipulated under the
provisions of SEBI Listing Regulations.
A Detailed Report on Corporate Governance together with a Certificate
from the Auditors of the Company regarding compliance of conditions of Corporate
Governance as stipulated under SEBI Listing Regulations forms an integral part of this
Report which is annexed and marked as Annexure B.
DIRECTORS
Mr. Paritosh Sinha (DIN: 00963537) was re-appointed as
Non-Executive Independent Director of the Company for a second term of consecutive five
years effective from 30th July 2022 up to 29th July 2027.
Mr. Anil Shukla (DIN: 09577789), Chief Financial Officer of the
Company was appointed as Whole time Director of the Company for a period of three years
effective from 1st October 2022.
KEY MANAGERIAL PERSONNEL
During the year there were no changes in Key Managerial Personnel.
NOMINATION AND REMUNERATION POLICY
Your Company has a well-defined policy for appointment of Directors,
Key Managerial Personnel, Senior Management Personnel and other employees of the Company
including their remuneration. The policy can be accessed at www.skpsecurities.com.
INDEPENDENT DIRECTORS? DECLARATION
The Company has received necessary declarations from all Independent
Directors, in accordance with the provisions of Section 149(7) of the Act stating that
they meet the criteria of Independence as laid down in Section 149(6) of the Act and
Regulation 25 of SEBI Listing Regulations. In accordance with the provisions of the Act,
none of the Non-Executive Independent Directors are liable to retire by rotation.
Pursuant to Rule 5 of the Companies (Appointment and Qualification of
Directors) Rules, 2014 as amended, all Independent Directors of the Company have
registered themselves in the Independent Directors databank maintained with the Indian
Institute of Corporate Affairs.
ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS
In terms of the provisions of the Act and SEBI Listing Regulations, the
Board of Directors has carried out an evaluation process of its own performance, the
performance of its various committees and individual Directors. A structured questionnaire
is prepared for assessment based on various aspects, which, among other parameters,
include composition of Board and its Committees, conducting of Meetings, effectiveness of
Governance Practices etc. The detailed criteria applied in the evaluation process are
explained in the Corporate Governance Report.
Further, Independent Directors, at their meeting held on 28th January,
2023 reviewed the performance of the Board and the Non-Independent Directors.
BOARD & COMMITTEE MEETINGS
During the year under review, the Board met four times on 30th April
2022, 30th July 2022, 29th October 2022 and 28th January 2023. The intervening gap between
the meetings was within the period prescribed under the Act.
At present, the Board of Directors has the following four committees:
i) Audit Committee
ii) Nomination and Remuneration Committee
iii) Stakeholders Relationship Committee
iv) Corporate Social Responsibility Committee
The details of composition of the Board, its various Committees, brief
terms of reference, meetings held and attendance of the Directors are provided in the
Corporate Governance Report.
AUDITORS? AND AUDIT REPORT
Statutory Auditor
M/s S K Agrawal and Co Chartered Accountants LLP (Firm Registration No.
306033E/E300272) were appointed as Statutory Auditors of the Company for a period of five
consecutive years at the 32nd Annual General Meeting held on 2nd July, 2022, to hold
office from the conclusion of the said meeting till the conclusion of 37th Annual General
Meeting of the Company to be held in the Calendar Year 2027. The requirement for the
annual ratification of Auditors appointment at the Annual General Meeting has been omitted
pursuant to Companies (Amendment) Act, 2017 notified on 7th May, 2018. The Auditors have
given a confirmation to the effect that they are eligible to continue with their
appointment and have not been disqualified in any manner from continuing as Statutory
Auditor.
The Auditors? Report for the financial year ended 31st March,
2023, does not contain any qualification, reservation or adverse remark. Further, the
Auditors of the Company have not reported any fraud as specified under Section 143(12) of
the Act. The Auditors? Report is enclosed with the financial statements in this
Report.
Secretarial Auditor
Mr. Anil Murarka, Practicing Company Secretary (FCS:3150, CP No:1857)
Proprietor of M/s. A. Murarka & Co., Kolkata, was appointed to conduct the Secretarial
Audit of the Company for the financial year 2022-23, pursuant to the provisions of Section
204 of the Act, the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and the SEBI Listing Regulations. The Secretarial Audit Report is annexed and
marked as Annexure C. The said report does not contain any observation or
qualification or adverse remark requiring explanation.
ANNUAL RETURN
Pursuant to the provisions of 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 of the Company for financial year 2022-23 is uploaded on website of the
Company and can be accessed at www.skpsecurities.com.
CORPORATE SOCIAL RESPONSIBILITY
The Company has a Policy on Corporate Social Responsibility which is
available on the website of the Company i.e. www.skpsecurities.com. The provisions of
Section 135 of the Companies Act, 2013 is not applicable to the Company for the financial
year 2022-23 and the Company is not required to undertake any CSR activity. The brief
outline of the Corporate Social Responsibility Policy of the Company and activity other
details as required is set out in Annexure D of this Report in the format
prescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014.
PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
All transactions entered by the Company during the financial year with
related parties were in the ordinary course of business and on arm?s length basis and
are in compliance with the applicable provisions of the Act and SEBI Listing Regulations,
details of which are provided in notes to financial statements which forms an integral
part of this Report.
All new related party transactions are first placed before the Audit
Committee and thereafter placed before the Board for their consideration and approval. A
prior omnibus approval of the Audit Committee is obtained on an annual basis for the
transactions which are of foreseen and repetitive nature. There have been no materially
significant related party transactions that may have potential conflict with the interests
of listed entity at large. The policy on materiality of Related Party Transaction and
dealing with Related Party Transaction as approved by the Board can be accessed on
Company?s website www.skpsecurities.com
Particulars of contracts or arrangements with related parties referred
to in Section 188(1) of the Act read with Rule 15 of the Companies (Meetings of Board and
its Powers) Rules, 2014 in Form AOC-2 is not applicable for the Financial Year 2022-23.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Your Company did not provide any Loans or Guarantees in terms of
provisions of Section 186 of the Act. The details of Investments made are provided in
notes to the Financial Statements which forms an integral part of this Annual Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Information sought under Section 197(12) oftheAct read with Rule 5(1)
ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
annexed and marked as Annexure E to this Report.
Further, a statement showing the names and other particulars of
employees drawing remuneration in excess of the limits as set out in the Rule 5(2) and
5(3) of the aforesaid Rules, forms part of this report. However, in terms of first proviso
to Section 136(1) of the Act, the Annual Report and Accounts are being sent to the Members
and others entitled thereto, excluding the aforesaid information. The said information is
available for inspection by the Members. Any Member interested in obtaining a copy
thereof, may write to the Company Secretary at cs@skpsecurities.com.
RISK MANAGEMENT
Risks are an integral part of business and your Company is committed to
manage risks in a proactive and efficient manner. Your Company has implemented an
integrated Risk Management framework through which it reviews and assesses significant
risks on a regular basis to help ensure that there is a robust system of risk controls and
mitigation in place. Senior management periodically reviews this risk management framework
to keep updated and address emerging challenges. In the opinion of the Board, at present
there are no risks which threaten the existence of the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has a well-established Whistle Blower Policy as part of
vigil mechanism for Directors and Employees to raise their concerns about unethical
behavior, actual or suspected fraud or violation of Company?s Code of Conduct etc. in
compliance with provisions of Section 177(10) of the Act and Regulation 22 of SEBI Listing
Regulations. This mechanism also provides for adequate safeguards against victimization of
Directors, Employees who avail of the mechanism and also provides for direct access to the
Chairman of the Audit Committee.
During the year under review, none of the Directors/Employees were
denied access to the Chairman of the Audit Committee and that no complaints were received
during the year. The web link of the said Policy is
http://www.skpsecurities.com/index.php/investor/policies.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has zero tolerance towards sexual harassment at workplace.
All women who are associated with the Company either as permanent, temporary or
contractual employees or trainees etc. are covered under the above policy. 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.
TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO INVESTOR EDUCATION &
PROTECTION FUND AUTHORITY (IEPF)
In terms of the provisions of Section 124 of the Act read with IEPF
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and other applicable
provisions, all unpaid or unclaimed dividends have been transferred by the Company to IEPF
after completion of seven years. Further, shares on which dividend had remained unpaid or
unclaimed by Members for seven consecutive years or more are also transferred to the demat
account of IEPF Authority.
INTERNAL FINANCIAL CONTROLS
The Company has an Internal Financial Control System, commensurate with
size, scale and complexity of its operations to ensure proper recording of financial and
operational information and compliances of various internal controls and other regulatory
and statutory compliances. During the year under review, no material or serious
observation has been received from the Internal Auditor of the Company for inefficiency or
inadequacy of such controls.
Audit Committee in consultation with the Internal Auditor formulates
the scope, functioning, periodicity and methodology for conducting the Internal Audit.
Based on the Internal Audit Report corrective actions in the respective area are
undertaken and controls are strengthened.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information sought under the provisions of Section 134(3)(m) of the Act
read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed and marked as Annexure
F to this Report.
POLICIES
The details of the policies approved and adopted by the Board are
annexed and marked as Annexure G to this report.
DIRECTOR?S RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) read with Section
134(5) of the Act, the Board of Directors, to the best of its knowledge and ability,
confirm that:
a) in the preparation of the Annual Accounts for the Financial Year
ended 31st March, 2023, the applicable accounting standards have been followed along with
proper explanation relating to material departures;
b) 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/loss of the Company for that period;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) the Directors ensured the annual accounts are prepared on a going
concern basis;
e) 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;
f) 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.
GENERAL DISCLOSURES
Your Company complies with all the applicable Secretarial Standards
issued by the Institute of Companies Secretaries of India.
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 SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
3. Deposits covered under Chapter V of the Act.
4. No significant or material orders were passed by any regulatory
authority or courts or tribunals, impacting the going concern status and Company?s
operation in future.
5. No other material changes and commitments have occurred after the
close of Financial Year till date of this Report which affects the financial position of
the Company.
GRATITUDE & ACKNOWLEDGEMENT
Your Directors express their deep gratitude to clients, business
associates, principals, bankers, regulators, exchanges, depositories and shareholders for
their valuable contribution towards the progress of the Company. Your Directors
particularly wish to place on record their sincere appreciation of the best efforts put in
by the employees at all levels, but for which, the Company could not have achieved what it
did during the year under review.
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