amit securities ltd Directors report

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MANAGEMENT DISCUSSION AND ANALYSIS

To,

The Members

Amit Securities Ltd.

The Directors take pleasure in presenting their 31^th Annual Report together with the Standalone and Consolidated Audited Financial Statements for the year ended 31^st March, 2023and the Management Discussion and Analysis has also been incorporated into this Report.

HIGHLIGHTS OF PERFORMANCE ON STANDALONE BASIS:

? Total income for the year was Rs.437.82 Lakhs as compared to Rs. 220.85 Lakhs in the previous year; ? Income from operations for the year was Rs 221.65 Lakhs as compared to Rs. 207.06 Lakhs in the previous year; ? Profit (Loss) before tax for the year was Rs. 210.93 Lakhs as compared to Rs. 11.00 Lakhsin the previous year; ? Profit (loss) after tax for the year was Rs. 207.09 Lakhs as compared to profit of Rs 8.28 Lakhs previous year.

? Net Profit (loss) after other comprehensive income for the year was Rs. 207.09 Lakhs as compared to Rs. 7.44 Lakhs previous year.

SUMMARISED PROFIT AND LOSS ACCOUNT (Rs. In Lakhs)

Particulars	Standalone		Consolidated
	31.03.23	31.03.22*	31.03.23	31.03.22
Revenue from Operations			221.65
	221.65	207.06		207.06
(Net)
Other Income	216.16	13.79	216.17	13.79
Total Income	437.81	220.85	437.82	220.85
Total Expenditure before
	226.89	209.85	226.89	209.85
Depreciation
Profit before Depreciation &
Tax (EBIDTA)	210.93	11.00	210.93	11.00
Less: Depreciation	0.00	0.00	0.00	0.00
Profit before Tax and
	210.93	11.00	210.93	11.00
exceptional item
Less: Exceptional Item	0.00	0.00	0.00	0.00
Profit before Tax	210.93	11.00	210.93	11.00
Less:
(a) Current Tax	3.83.00	0.69	3.83.00	2.72
(b) Deferred Tax	0.00	0.00	0.00	0.00
(c) MAT credit written off	0.00	2.03	0.00	0.00
Net Profit for the Year	207.09	8.28	207.09	8.28
Share of Profit from Associate	-	-	26.50	17.71
Add: Other Comprehensive
	(0.01))	(0.84)	(0.01)	(0.84)
Income
Total Comprehensive Income	207.08	7.44	233.58	25.16
Paid up Equity Share Capital	710	710	710	710
EPS (Equity Shares of Rs. 10/-
	2.92	0.10	3.29	0.35
each) Basic & Diluted (in Rs.)

DIVIDEND:

Your directors propose to preserve the profits for the growth of the company and do not recommend any dividend for the year 2022-23. (Previous year: Nil)

SHARE CAPITAL AND TRANSFER OF AMOUNT TO RESERVES:

The paid-up Equity Share Capital as on 31^st March, 2023was Rs. 710.00 Lakhs divided into 71.00 Lakhs equity shares of Rs. 10/- each (excluding 5,68,200 partly paid up equity shares earlier on which Rs. 22,72,800 were forfeited and the said shares were not re-issued by the Company up to 31^stMarch, 2023). During the year under review, and the Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity. As on 31^st March, 2023, none of the Directors of the Company hold any security or convertible instruments of the Company.

TRANSFER TO RESERVES AND SURPLUS:

During the year under review, your Company has transferred an amount of Rs. 20,709,299 (two crore seven lakhs nine thousand two hundred and ninty nine) to the general reserves and surplus.

CASH AND EQUIVALENT TO CASH

Cash and cash equivalent as at 31^st March, 2023was Rs 20,454,636(two crore four lakhs fifty four thousand six hundered thirty six only). Your Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

CHANGE IN NATURE OF BUSINESS, IF ANY:

During the year under review, your Company has not changed its nature of business.

DEPOSITS:

The details relating to deposits, covered under Chapter V of the Act, -

(a) Accepted during the year : Nil

(b) Remained unpaid or unclaimed as at the end of the year: Nil

(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved: Nil

Details of deposits which are not in compliance with the requirements of Chapter V of the Act:

The Company has not accepted any deposits which are not in compliance of the Companies (Acceptance of Deposits) Rules, 2014 during the financial year.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS:

Your company has not given any guarantee or provided any security to the other business entity during the financial year but the company has provided unsecured loan to its Associate concern and details of the unsecured loan given is disclosed as per the requirement of Regulation 34(3) of the SEBI (LODR) Regulations, 2015 read with Schedule V of the Listing Regulations is given as under.

Name of the Company	Nature of Transactions	Investment made/Guarantee/Loans Provided	Op. Balance as on 01/04/2022 (in Rs.)	Transactions made during the year	Cl. Balance as on 31/03/2023 (in Rs.)
Mittal Udyog (Indore) Pvt. Ltd.	Associate Concern	Investment made in equity shares	4,65,00,000.00	Sale of 24000 equity shares	45300000.00
		Investment made in Preference shares	2,25,00,000.00	0.00	2,25,00,000.00
Alokik Estate & Finvest Pvt. Ltd	Associate Concern	Investment made in equity shares	4,75,000.00	0.00	4,75,000.00
Saket Securities and Investment Pvt. Ltd.	Associate Concern	Investment made in equity shares	7,50,000.00	Sale of 15000 equity shares	0.00
*Arpit Share & Securities Pvt. Ltd.	Associate Concern	Investment made in equity shares	6,80,000.00	Sale of 17000 equity shares	0.00
*AVA Mettalics Pvt. Ltd.	Associate Concern	Investment made in equity shares	9,00,000.00	Sale of 210000 equity shares	0.00
		Investment made in Preference shares	0.00	Purchase of 135000 Preference Shares	1,35,00,000
*Radius Estate & Finvest Pvt. Ltd.	Associate Concern	Investment made in equity shares	15,00,000.00	Sale of 1700 equity shares	0.00
*Orange Infrabuild Pvt. Ltd.	Associate Concern	Investment made in equity shares	42,75,000.00	Sale of 28500 equity shares	0.00
*Padam Buildmart Pvt. Ltd.	Associate Concern	Investment made in equity shares	30,00,000.00	Sale of 20000 equity shares	0.00
Akashdeep Fin build Pvt.Ltd.	Associate Concern	Investment made in equity shares	23,00,000.00	0.00	23,00,000.00
Vishal Realmart Pvt. Ltd.	Long term Investments	Investment made in Preference shares	64,35,000.00	0.00	64,35,000.00

*The Company has sold some of its investments in associates concern during the year. These companies ceased to be associate company as on 31^st March 2023 Since, section 186 of the companies Act, 2013 is not applicable to your company because the main business of the company is to acquire securities. Therefore, the company was not required to take any approval from its members during the period under review.

MANAGEMENT DISCUSSION & ANALYSIS: Industry Outlook and Opportunities: Market Development:

The Company has made investment in the Associate and group-concern companies. However, it may be risk free from the changes in the capital market. The Company is making efforts to realize the investment and loans for better deployment for growth of the company.

Risk Management Policy and Internal Adequacy:

The capital market industry is mainly dependent on economic growth of country and capital market is also further affected by number of issues arising out of International policies of foreign government as well any change in international business environment. The industrial growth is very sensitive which is dependent on many factors which may be social, financial, economical or political and also natural climatic conditions in the country. However, with the positive attitude of country which can mitigate the avoidable risks. Geopolitical tensions, raising crude oil prices, rising US bond yields, scams in the banking sector are some of the affecting factors that the country witnessed during the year under review. The country faced the said concerns with positive measures by way of making amendments or introducing new laws that can assist to grow the economy. Foreign investors are very positive for India and trust its policies which are very much investor friendly. It is expected that the said efforts shall continue during the coming years irrespective of the Government which is in power.

Internal Control System:

The company has implemented proper system for safeguarding the operations/business of the company, through which the assets are verified and frauds, errors are reduced and accounts, information connected to it are maintained such, so as to timely completion of the statements. The Company has adequate systems of Internal Controls commensurate with its size and operations to ensure orderly and efficient conduct of business. These controls ensure safeguarding of assets, reduction and detection of fraud and error, adequacy and completeness of the accounting records and timely preparation of reliable financial information. The company has internal audit and verification at regular intervals. The requirement of having internal auditor compulsory by statue in case of listed and other classes of companies as prescribed shall further strengthen the internal control measures of company.

Associated Risk to the Business:

The Company emphasizes on those risks that threaten the achievement of business objectives of the Group over the short to medium term. An overview of these risks is provided hereafter, including the actions taken to mitigate these risks and any related opportunities: i) Strategic and Commercial risks: being taken care by the Risk Management Committee and reporting to the Board on need basis. ii) Regulatory compliance risks: The regulatory environment has resulted into increased regulatory scrutiny that has raised the minimum standards to be maintained by the Company. This signifies the alignment of corporate performance objectives, while ensuring compliance with regulatory requirements. The Company recognizes that regulatory requirements can at times be challenging, and therefore will, strive to understand the changing regulatory standards, so as to strengthen its decision-making processes and integrate these in the business strategy of each of the industries in which it operates. Drive business performance through the convergence of risk, compliance processes and controls mechanisms to ensure continued operational efficiency and effectiveness.

iii) Financial risks: It includes among others, exposure to movements in interest rates and the Company also maintains sufficient liquidity, so that it is able to meet its financial commitments on due dates and is not forced to obtain funds at higher interest rates.

iv) Day-to-day Risk Management: Management and staff at the Company s facilities, assets and functions identify and manage risk, promoting safe, compliant and reliable operations. These requirements, along with business needs and the applicable legal and regulatory requirements, underpin the practical plans developed to help reduce risk and deliver strong, sustainable performance.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to Regulation 15 of the SEBI (LODR) Regulations, 2015 which states that Regulation 22 of the SEBI (LODR) Regulations, 2015 is not applicable to the Company. However, Your Company has voluntarily established a vigil mechanism named vigil mechanism/whistle blower Policy pursuant to Section 177(10) of the Companies Act, 2013 which has been annexed as Annexure-1 with the Board Report.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

The names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year:

During the financial year 2022-2023 your Company has not become or ceased to be its Subsidiaries, joint ventures or associate companies. Further, the Company is not having any Subsidiaries and Joint Ventures during the year or any period under review. However, your company is having Associates Companies Details of the same is enclosed:

Name of the other Company	Position as on 1st April, 2022	Date on which become as an Associate/ Subsidiary	Date on which ceased as an Associate/ Subsidiary	Reasons	Position as on 31st March, 2023	Remarks
Mittal Udyog (Indore) Pvt. Ltd.	Associate Concern	17/06/09	-	-	Associate Concern	decrease in investment amount
Alokik Estate & Finvest Pvt. Ltd	Associate Concern	01/04/17	-	Due to implementation of IND (AS)	Associate Concern	No change
Saket Securities and Investment Pvt. Ltd.	Associate Concern	01/04/17	Oct,22	Sale of Equity Shares		ceased as an Associate
Arpit Share & Securities Pvt. Ltd.	Associate Concern	01/04/17	Oct,22	Sale of Equity Shares		ceased as an Associate
AVA Mettalics Pvt. Ltd.	Associate Concern	01/04/17	Nov,22	Sale of Equity Shares		ceased as an Associate
Radius Estate & Finvest Pvt. Ltd.	Associate Concern	01/04/17	Oct,22	Sale of Equity Shares		ceased as an Associate
Orange Infrabuild Pvt. Ltd.	Associate Concern	01/04/17	Oct,22	Sale of Equity Shares		ceased as an Associate
Padam Buildmart Pvt. Ltd.	Associate Concern	01/04/17	Nov,22	Sale of Equity Shares		ceased as an Associate
Akashdeep Finbuild Pvt. Ltd.	Associate Concern	01/04/17	-	Due to implementation of IND (AS)	Associate Concern	No change

Consolidated Financial Statements

Your company is not having any Subsidiary or Joint Venture Company during the year under review. However, your company is having an associate company and as per the requirement of IND (AS) and the Companies Act, 2013 the Consolidated Financial Statements is also being prepared. Further Form AOC-1 is attached in the Board report as Annexure-2 as per the requirement of the Companies Act, 2013.

BOARD OF DIRECTOR S & KEY MANAGERIAL PERSONNEL: Constitution of the Board

The Board of directors includesa total of 5 (Five) Directors, which includes 3 (Three) Independent and 1 (one) Women director and 1 (one) Managing Director. The Chairman of the Board is an Executive Director. The Board members are highly qualified with the varied experience in the relevant field of the business activities of the Company which plays significant roles for the business policy and decision making process and provide guidance to the executive management to discharge their functions effectively.

Board Independence

Our definition of Independence of Directors or Regulation is derived from Regulation 16 of SEBI

(LODR) Regulations, 2015 and section 149(6) of the Companies Act, 2013. The Company is having following 3 (Three) independent directors;

1. Mr.Vineet Gupta (DIN-00215594)

2. Mr.Praveen Jain (DIN-05358447)

3. Mr. Pradeep Kumar Sharma(DIN-09296525)

As per provisions of the Companies Act, 2013, Independent Directors were appointed for a term of 5 (five) consecutive years, but shall be eligible for re-appointment on passing of a special resolution by the Company and shall not be liable to retire by rotation.

Declaration by Independent Directors:

All Independent Directors have given their declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013. Your directors are satisfied about their independency.

Director Retire by rotation:

As per provisions of the Companies Act, 2013, Ms. Aditi Mittal (DIN: 06536363),Directors of the company retires by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for re-appointment. Except this there has been no change in Directors of the Company.

Key Managerial Personnel:

Mr.Nitin Maheshwari, Managing Director; Mr. Rishabh Kumar Jain, Chief Financial Officer and CS Neha (Sharma)Dubey; have been categorized as the Key Managerial Personnel within the meaning of section 203 of the Companies Act, 2013.

There is no change in the Key Managerial Personal during the year 2022-23 except the following:-

1) Ms. Vaishnavi Sharma resigned for the post of Company Secretary & Compliance Officer w.e.f. 8th August, 2022.

2) Ms. Neha (Sharma) Dubey was appointed for the post of Company Secretary & Compliance Officer w.e.f. 8^THAugust,2022.

Meetings of the Board:

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. However, in case of a special and urgent business need, the Board s approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting. The notice of Board meeting is given well in advance to all the Directors. Meetings of the Board are held in Indore, at the Corporate Office of the Company. The Agenda of the Board meetings are circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision. The Board met5 (five times during the financial year 2022-23

May 26, 2022	Thursday
August 08, 2022	Monday
August 29, 2022	Monday
November 14, 2022	Monday
February 13, 2023	Monday

Independent Directors Meeting:

In due compliance with the provisions of the Companies Act, 2013 and Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of Independent Directors was held on 13^thFebruary, 2022.

COMPANY S POLICY ON DIRECTORS APPOINTMENT & REMUNERATION:

The Board has, on the recommendation of the nomination and remuneration committee framed a nomination, remuneration and evaluation policy which lays down the criteria for identifying the persons who are qualified to be appointed as directors and, or senior management personnel of the company, along with the criteria for determination of remuneration of directors, KMP s and other employees and their evaluation and includes other matters, as prescribed under the provisions of section 178 of Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015. Policy of the Company has been given at the website of the Company at Link:-http://www.amitsecuritiesltd.com. The details of the same are also covered in Corporate Governance Report forming part of this annual report.

Annual evaluation by the Board:

The evaluation framework for assessing the performance of Directors comprises of the following key areas: i. Attendance of Board Meetings and Board Committee Meetings ii. Quality of contribution to Board deliberations iii. Strategic perspectives or inputs regarding future growth of Company and its performance iv. Providing perspectives and feedback going beyond information provided by the management v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. An executive member of the Board does not participate in the discussion of his evaluation.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013: a. that in the preparation of the annual financial statements for the year ended 31^st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. that such accounting policies as mentioned in Note 1 to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of Company as at March, 31^st2023and of the Profit of the Company for the year ended on that date; c. that proper and sufficient care has been taken 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; d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

INTERNAL FINANCIAL CONTROL & ITS EFFECTIVENESS

The Board of Directors has devised systems, policies and procedures / frameworks, which are currently operational within the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to Company s policies, safeguarding assets of the Company, prevention and detections of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit Committee and the Board reviews these internal control systems to ensure they remain effective and are achieving their intended purpose. Where weaknesses, if any, are identified as a result of the reviews, new procedures are put in place to strengthen controls. These controls are in turn reviewed at regular intervals. Nothing has come to the attention of the Directors to indicate that any material breakdown in the function of these controls, procedures or systems occurred during the year under review. There have been no significant changes in the Company s internal financial controls during the year that have materially affected, or are reasonably likely to materially affect its internal financial controls. There are inherent limitations to the effectiveness of any system of disclosure, controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS U/S 143(12) OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There were no instances for other than reportable fraud to the Central Government covered under section 134(3) (ca) of the Companies Act, 2013. Further that, the auditors have not found any fraud as required to be reported by them under section 143(12) to the Central Government during the year 2022-23.

COMMITTEES OF THE BOARD:

During the year, in accordance with the Companies Act, 2013, the Board has following 4 (Four) Committees as follows: (a) Audit Committee (b) Nomination and Remuneration Committee (c) Stakeholders Relationship Committee (d) Risk management Committee Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", as annexed to this Annual Report as per

Schedule V of the SEBI (LODR) Regulations, 2015.

RELATED PARTY TRANSACTIONS & POLICY:

All related party transactions that were entered into during the financial year were on an arm s length basis and are in the ordinary course of business. As per Regulation 15 of the SEBI (LODR) Regulations, 2015 the Regulation No. 17 to 27, 46(2)(b)(i) and Para C, D E of the Schedule V in view of the paid up capital and net worth of the Company is not mandatory. However, there are certain transaction which are material in nature and hence the company is attaching Form AOC-2 as Annexure 3 as a part of the Board Report. There are no material significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee and also the Board for approval. The transactions entered into are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The statement is supported by a Certificate from the MD and the CFO of the Company has developed a Related Party Transactions Manual, Standard Operating Procedures for purpose of identification and monitoring of such transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company s website. (Link: - http://amitsecurities.com/wp-content/uploads/2013/09/POLICY-FOR-RELATED-PARTY-TRANSACTION.pdf).

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

The BSE has suspended the trading of the Company due to non-filing of the quarterly Consolidated Financial Results of the Company. The Board would like to bring to notice of the stakeholders that the Company has complied with all the regulations as mentioned above and initiated the process for revocation of suspension.

DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid. As on March 31, 2023-96.69% of the share capital stands dematerialized.

AUDITORS & THEIR REPORT: Statutory Auditors

At the 30^thAGM held on 26^th September, 2022 the Members approved re-appointment of M/s Sunil Bandi& Co., Chartered Accountants, Indore (ICAI Firm Registration No. 007419C) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 35th AGM. M/s Sunil Bandi& Co., Chartered Accountants. However, M/s Sunil Bandi& Co., has tender their resignation as the Statutory Auditors of the Company, expressing her inability to continue as a Statutory Auditor for the remaining tenure, resulting in a casual vacancy in the office of the Auditors of the Company w.e.f. 15^th August 2023 In accordance with provisions of the Companies Act, 2013 the Board has recommended to the members for the appointment of M/s. M. Mehta & Co., Chartered Accountants, Indore (M.P.), (FRN 000957C)as the Statutory Auditors of the Company: a) to fill the casual vacancy caused by the resignation of M/s Sunil Bandi& Co., Chartered Accountant, to hold the office of the Statutory Auditors upto the conclusion of this Annual General Meeting: and b) for a period of five years from the conclusion of the 31^st Annual General Meeting till the conclusion of 36^th Annual General Meeting of the Company. M/s. M. Mehta & Co., Chartered Accountants, Indore, has confirmed their eligibility to act as the Statutory Auditors of the Company

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS DipikaKataria, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the year, 2022-23. The Report of the Secretarial Audit Report in the Form MR-3 is annexed as "Annexure 4" of this Report.

Your Board is pleased to inform that there is no such observation made by the Auditors in their report which needs any explanation by the Boardexcept that;

1. Auditor Comments: The Company is carrying out the business of metal trading along with the business of investment, the business started many years back and is not covered in our audit period hence we reserve our comment /opinion on the same. Management Comments:The company is carrying the business of metal trading as covered under the other objects, Therefore, the observation are clearly for informative purpose and there are no non-compliances or which needs further clarification from the management in the particular matter.

2. Auditor Comments : The BSE has suspended the trading of the Company due to non-filing of the Consolidated Financial Results of the Company. Management Comments:The Board would like to bring to notice of the stakeholders that the Company has already initiated the process for revocation of suspension.

Cost Records and Audit:

The Central Government has not prescribed maintenance of cost records under section 148 (1). Further, the Company is not required to conduct the Cost Audit as per the requirement of the Act.

CERTIFICATE OFNON DISQUALIFICATION OF DIRECTORS:

A certificate of Non Disqualification of Directors isalso required to be submitted and in this regard a certificatefrom CS DipikaKataria, Practicing Company Secretary thatnone of the directors on the board of the company havebeen debarred or disqualified from being appointed orcontinuing as director by SEBI/MCA or any such authority isattached and forms part of this report as Annexure 5.

CORPORATE GOVERNANCE:

As per the provisions of Regulation 15(2)(a) of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V shall not apply to the Company. Though the Company is voluntarily complying with all the provisions and provided the report on the Corporate Governance in Annexure-6. Further the certificate for the same is attached as Annexure -7.

Enhancing Shareholders Value:

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to create value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

Code of Conduct:

The Company has formulated the code of conduct for the Board members and senior executives under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011 and the SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time. A certificate to that effect for the proper compliances given by the Managing Director is annexed as the Annexure-11 with this Report.

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE S

REMUNERATION AND PARTICULARS OF EMPLOYEES

Pursuant to provision of section 197(12) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the details of Top 10 employees given in the "Annexure-9".

During the year, none of the employees received remuneration in excess of Rs. One Crore Two Lakhs or more per annum or Rs. Eighty Lakhs Fifty Thousand per month for the part of the year. Therefore, there is no information to disclose in terms of the provisions of the Companies Act, 2013.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014,is annexed herewith as Annexure-10 .

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this Report except BSE suspended the trading of the Company due to non-filing of the quarterly Consolidated Financial Results of the Company. The Board would like to bring to notice of the stakeholders that the Company has complied with all the regulations as mentioned above and initiated the process for revocation of suspension.

ANNUAL RETURN:

The Annual Return of the Company as on 31st March 2023 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company atwww.https://amitsecurities.com

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

The Company has placed an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &Redressal) Act, 2013 under the guidance of Mrs. Aditi Mittal. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Further no complaint was received during the year under review.

CORPORATE SOCIAL RESPONSIBILITY:

In view of the paid up capital, profits and turnover of your company during the previous three years, it does not fall under the provisions of the section 135 of the Companies Act, 2013 and the rules made their under.

REVISION IN FINANCIAL STATEMENTS OR BOARD S REPORT U/S 131(1) OF THE COMPANIES ACT, 2013

In terms of Section 131 of the Companies Act, 2013, the Financial Statements and Board s Report are incompliance with the provisions of Section 129 or Section 134 of the Companies Act, 2013 and that no revision has been made during any of the three preceding financial years.

POLICIES

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 has mandated the formulation of certain policies for all listed companies. All the policies are available on our website (www.https://amitsecurities.com). The policies are reviewed periodically by the board and updated on need and new compliance requirement.

DISCLOSURE REGARDING COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the provisions of applicable Secretarial Standards issued by Institute of Company Secretaries of India.

PROVISION OF VOTING BY ELECTRONIC MEANS

Your Company is providing E-voting facility under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The details regarding e-voting facility is being given with the notice of the Meeting.

APPLICABILITY & PROCEEDING PENDING UNDER INSOLVENCY & BANKRUPTCYACT, 2016 & THERE STATUS

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

DIFFERENCE IN VALUATION DONE AT ONE TIME SETTLEMENT AND VALUATIONDONE WHILE TAKING LOAN FROM BANKS & FINANCIAL INSTITUTIONS

There was no One Time Settlement of loan taken from Banks or any financial Institutions. Hence, the difference in valuation does not arise.

WTD/CFO CERTIFICATION:

The Chief Financial Officer (CFO) have issued certificate pursuant to the provisions of Regulation 17(8) of the SEBI(LODR ) Regulations, 2015 certifying that the financial statements do not contain any materially untrue statement and these statements represent a true and fair view of the Company s affairs. The said certificate is annexed and forms part of the Annual Report as Annexure-8.

ACKNOWLEDGEMENTS:

The Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued guidance and co-operation. The Directors gratefully acknowledge all stakeholders of the Company viz. customers, all the employees, members, vendors, banks and other business partners for their excellent support received during the year.

For and on behalf of the Board

Place: Indore	Praveen Jain	Nitin Maheshwari
Date:14.08.2023	Director	Managing Director
Amit Securities Ltd.	DIN: 05358447	DIN 08198576
CIN: L65990MH1992PLC067266