mathew easow research securities ltd Directors report

Your Directors take pleasure in presenting the Twenty Ninth Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31^st March, 2023.

1. FINANCIAL HIGHLIGHTS

The financial results of the Company are summarized below:

( in Lakhs)

Particulars	For the Financial Year ended 31.03.2023	For the Financial Year ended 31.03.2022
Total Income	247.20	244.65
Less: Total Expenses	240.83	329.72
Profit/(Loss) before exceptional item and tax	6.37	(85.07)
Exceptional Items	-	103.09
Profit/(Loss) before tax	6.37	18.02
Less: Tax Expenses
Current Tax	1.32	8.92
Deferred Tax	0.60	(1.42)
Profit after tax	4.45	10.52

2. OPERATIONS & THE STATE OF COMPANYS AFFAIRS

During the year under review, the total revenue from operation of the Company is 247.20 Lakhs as compared to 244.65 Lakhs during the previous year while the profit after tax is 4.45 Lakhs as compared to 10.52 Lakhs during the previous year. The performance of the Company during the year under consideration was satisfactory and the company will continue to focus on its present business activities.

3. DIVIDEND

In order to plough back the profits for future requirements of the company, no dividend is being declared by the Board of Directors for the financial year under review.

4. SHARE CAPITAL

During the year under review, the Company has not issued any securities including equity shares with differential rights/ sweat equity shares/ employees stock options scheme/ bonus shares. Thus, there is neither any change in the Authorized share Capital nor any change in issued, subscribed and paid-up share capital of the Company.

5. TRANSFER TO RESERVES

The Company during the period under review has transferred 0.89 Lakhs to Special Reserve created under Section 45-IC of the RBI Act, 1934. Except the said amount the Company has not transferred any amount to any Reserves for the year under review.

6. MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments, affecting the Financial position of the company, which have occurred between the end of Financial Year of the Company to which the Financial Statements relate and the date of this report.

7. INTERNAL CONTROL SYSTEM & THEIR ADEQUACY

The Company has an internal control system, commensurate with the size, scale & complexities of its operations. Internal Control measures and systems are established to ensure the correctness of the transactions and safe guarding of the assets. The Management ensures adherence to all internal control policies and procedures as well as compliance with regulatory guidelines. The audit committee reviews the adequacy of internal controls. This has improved the management of the affairs of the Company and strengthened transparency and accountability. During the year under review no reportable material weakness in the design or operation were observed.

8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

9. DEPOSITS

The Company has neither invited nor accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 during the financial year under review.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

The provision of Section 134(3) (m) of the Companies Act, 2013, and the rules made there under relating to conservation of energy, technology absorption do not apply to the Company as its activities are not relevant for the same.

There was no foreign exchange earnings and outgo during the financial year under review.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year ended 31^st March, 2023, Your Companys Board comprised of 4 Directors – 2 Non-Executive Independent Directors, 1 Executive Director, 1 Non-Executive Woman Director and 1 Company Secretary.

Name of the Director / KMP	Category
Mr. Beda Nand Choudhary	Whole-time Director
Ms. Pritha Sinha Pandey	Non Executive (Woman Director)
Mr. Jitendra Kumar Bhagat	Non Executive Independent Director
Mr. Nirmal*	Non Executive Independent Director
Mr. Pratim Priya Das Gupta	Non Executive Independent Director
Ms. Sarika Kedia#	Company Secretary
Ms. Rajshree Mundhra#	Company Secretary

* Mr. Nirmal has resigned from the Board of Directors of the Company with effect from 2^nd August, 2022. # Ms. Sarika Kedia resigned from the post of Company Secretary w.e.f. 28.12.2022 # Ms. Rajshree Mundhra was appointed as the Company Secretary of the Company w.e.f 10.02.2023.

In terms of the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Beda Nand Choudhary (DIN – 00080175), Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Further, the Board at their meeting held on 13^th August, 2022 considered and approved the resignation of Mr. Nirmal, who has resigned from the Board with effect from 2^nd August, 2022 due to his personal reasons.

The management of the Company is in process of filling vacancy of the post of Key Managerial Personnel (KMP) i.e. the Chief Financial Officer.

12.PARTICULARS OF EMPLOYEES & KMP

During the financial year under review, the following were the Key Managerial Personnel of the Company as per the provisions of the Companies Act, 2013:

i) Rajshree Mundhra – Company Secretary and Compliance officer (appointed w.e.f. 10.02.2023) ii) Beda Nand Choudhary – Whole-time Director iii) Sarika Kedia – Company Secretary and Compliance officer (Resigned w.e.f. 28.12.2022)

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(0) The ratio of the remuneration of each director/KMP to the median employees remuneration for the financial year as prescribed is as given below:

Sl. No.	Name of KMP	Remuneration of KMP for FY 2022-23 ( )	Previous Year Remuneration ( )	% increase	Ratio of remuneration of each director/ to median remuneration of employees
1	Sarika Kedia* (Company Secretary)	1,44,000/-	1,80,000/-	N.A.	0.00
2	Beda Nand Choudhary (Whole Time Director)	6,00,000/-	6,00,000/-	N.A.	0.00
3	Rajshree Mundhra (Company Secretary)	74,000/-	-	N.A.	0.00

Note: other than above none of the directors received any remuneration during the financial year ended 31^st March, 2023.

(ii) Percentage increase in the median remuneration director, CEO and CFO during the financial year: NA. Percentage increase in the median remuneration Company Secretary is: N.A. (iii) Percentage increase in median remuneration of employees in the financial year: Not applicable.

(iv) The number of permanent employees on the rolls of the company as on 31^st March, 2023: 4 (v) Average percentage increase made in the salaries of employees other than KMP in the financial year -10%. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, KMP and other employees.

There were no persons employed by the Company during the Financial Year 2022-2023 who draws remuneration as prescribed under Rule 5(2) of Companies (Appointment and Remuneration) Rules, 2014, hence details with respect to the same is not required to be given.

13. PREVENTION OF INSIDER TRADING

The Company adopted a Code of Conduct as per the Guidelines issued by the Securities and Exchange Board of India as amended from time to time for prevention of Insider Trading which is applicable to the members of the Board and all employees in the course of day-to-day business operations of the Company. The code of conduct framed by the Company has helped in ensuring compliance with the requirements.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year, the Company has not entered into any contract/arrangement/transaction with related parties which could be considered material significant in accordance with the policy of the Company on materiality of related party transactions. All transactions entered into with Related Parties during the financial year were in the ordinary course of business and on an arms length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure has been made in the note no. 34 of the Financial Statements. All Related Party Transactions are placed before the Audit Committee as also the Board for approval.

15. ANNUAL RETURN

The details of Annual Return in prescribed form MGT - 7 as required under Section 92 (3) and 134 (3) of the Act is displayed on the web site of the Company i.e. www.mersl.co.in.

16. MEETINGS OF THE BOARD

During the financial year ended 31^st March, 2023, 5 (Five) Board meetings were held respectively on 6^th April, 2022, 28^th May, 2022, 13^th August, 2022, 14^th November, 2022 and 10^th February, 2023.

The attendances of Directors at these meetings are as follows:

Name of Directors	No. of Board Meetings Attended
Mr. Beda Nand Choudhary	5 of 5
Mr. Jitendra Kumar Bhagat	5 of 5
Ms. Pritha Sinha Pandey	5 of 5
Mr. Pratim Priya Das Gupta	5 of 5
Mr. Nirmal*	0 of 5

*Mr. Nirmal has resigned from the Board of Directors of the Company with effect from 2^nd August, 2022.

The provisions of Companies Act, 2013 and Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015) read with relevant circulars issued by the concerned authorities, were adhered to while considering the time gap between two meetings.

MEETINGS OF THE INDEPENDENT DIRECTORS

During the financial year ended 31^st March, 2023, two meetings of the Independent Directors were held on 13^th August, 2022 and 10^th February, 2023 inter alia to discuss:

• Evaluation of the performance of the Non Executive Directors and Board of Directors as a whole;

• Evaluation of the performance of the chairman of the meetings of the company, taking into account the views of the executive and non-executive directors, non-independent directors and board of directors as a whole; • Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the meeting.

17. COMMITTEES OF THE BOARD

The Company has constituted different Committees under the Board that are mandated under the Companies Act, 2013 and of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(a) AUDIT COMMITTEE

The Audit Committee comprises three Directors, out of which two are independent. During the year, the Audit Committee met 4 times to deliberate on various matters on 28^th May, 2022, 13^th August, 2022, 14^th November, 2022 and 10^th February, 2023.

The Composition of the Audit Committee and the attendance of each member at these meetings are as follows:

Name of Directors	Position Held	No. of Meetings Attended
Mr. Pratim Priya Das Gupta	Chairman	4
Mr. Beda Nand Choudhary	Member	4
Mr. Jitendra Kumar Bhagat	Member	4

Statutory Auditors and Internal Auditors or their representatives are permanent invitees for the meetings of the Committee. The Company Secretary acts as the Secretary to the Committee.

The Chairman of the Audit Committee attended the Annual General Meeting of the Company held on 13^th September, 2022 and he ensured that necessary clarifications and explanations were provided to the Members of the Company on issues regarding accounts and finance.

The Quarterly Un-audited Financial Results as well as the Annual Financial Statements are reviewed and examined by the members of the Audit Committee before recommendation of the same to the Board of Directors of the Company for their perusal and approval. The Audit Committee ensures an effective internal control system.

(b) NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of three Non-Executive Directors, out of which two are independent. The Chairman of the Committee, Mr. Pratim Priya Das Gupta, is the Non-Executive Independent Director. During the year under review, two meeting of Nomination and Remuneration Committee were held on 28^th May, 2022 and 14^th November, 2022.

The Chairman of the Nomination and Remuneration Committee attended the Annual General Meeting of the Company held on 13^th September, 2022.

The Composition and attendance of Nomination and Remuneration Committee as on 31^st March, 2023 is given below:

Name of Directors	Position Held	No. of Meetings Attended
Mr. Pratim Priya Das Gupta	Chairman	2
Mrs. Pritha Sinha Pandey	Member	2
Mr. Jitendra Kumar Bhagat	Member	2

The Nomination and Remuneration Committee of the Board is constituted to (a) formulate from time to time process for selection and appointment of new Directors, key managerial personnel and other employees and their succession plans and (b) recommend to the Board from time to time, a compensation structure for Directors and other key managerial personnel.

(c) INVESTORS GRIEVANCE & STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company constituted the Committee to oversee the investor grievances in relation to transfer of shares, non-receipt of annual report, dividend and other grievances. It is the policy of the Company to promptly attend to and resolve the complaints received from the shareholders. The Committee also oversees the performance of the Registrar and Share Transfer Agents of the Company and recommends measures for overall improvement in the quality of investor services. During the financial year ended 31^st March, 2023, four meetings of the Committee were held on 28^th May, 2022, 13^th August, 2022, 14^th November, 2022 and 10^th February, 2023.

The composition of the Investors Grievance & Stakeholders Relationship Committee on 31^st March, 2023 is as follows:

Name of Directors	Positions held	No. of Meetings attended
Mr. Pratim Priya Das Gupta	Chairman	4
Mr. Beda Nand Choudhary	Member	4
Mr. Jitendra Kumar Bhagat	Member	4

No sitting fee has been paid to the Executive and Non-Executives Directors during the period under review for attending the meetings of the Board and its Committees.

18. DECLARATION OF INDEPENDENT DIRECTORS

All the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

19. PERFORMANCE EVALUATION OF THE BOARD/COMMITTEES AND INDEPENDENT DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, board committees and Independent Directors pursuant to the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The aspects covered in the evaluation included the contribution made by the Directors to the corporate governance practices, long term strategic planning, fulfillment of Directors obligations and fiduciary responsibilities and active participation at the Board and Committee meetings. The effectiveness of Board / Committee processes were assessed based on the Directors inputs received during the meetings of the Board of Directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings.

In a separate meeting of Independent Directors, performance of non-independent directors, and performance of the board as a whole was evaluated, taking into account the views of all the directors.

20. VIGIL MECHANISM

The Company has a vigil mechanism/whistle blower policy to deal with instances of fraud and mismanagement in terms of Section 177(9) of the Companies Act, 2013.

21. CORPORATE GOVERNANCE

Pursuant to Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, report on Corporate Governance is not applicable to the Company for the financial year 2022-23 since the Net Worth is below 25.00 Crores and the Paid up equity share Capital of the Company is less than 10.00 Crores.

22. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:-

(a) that in the preparation of the Annual Accounts for the year ended 31^st March, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) that 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 31^st March, 2023 and of the profit for the year ended as on that date;

(c) that 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;

(d) that the Directors have prepared the Annual Accounts for the financial year ended 31^st March, 2023 on a going concern basis;

(e) that 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

(f) that 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.

23. AUDITORS AND AUDITORS REPORT

Statutory Auditors

Pursuant to the provisions of section 139 of the Companies Act, 2013, M/s. Gupta & Manglik, (Firm Registration No. 311118E), Chartered Accountants, were appointed as statutory auditors of the Company at the 25^th Annual General Meeting (AGM) of the Company to hold office from the conclusion of the 25^th Annual General Meeting for a tenure of consecutive 5 years till the conclusion of the 30^th Annual General Meeting.

The Report given by the Auditors on the financial statement of the Company is part of this Report and are self explanatory. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

The Statutory Auditors have not reported any incident of fraud of the Company during the financial year 2022-23.

Secretarial Auditor Report:

The Board has appointed Patnaik & Patnaik, Practicing Company Secretaries (Peer Review No. 1688/2022), to carry out the Secretarial Audit pursuant to the provisions of Section 204 of the Companies Act, 2013 for the Financial Year 2022-23. The Secretarial Audit Report for the Financial Year ended March 31, 2023 is annexed herewith and marked as Annexure I to this report.

Secretarial Auditors observations, if any, in his report, have been suitably explained by way of appropriate notes to accounts and/or in the Boards Report wherever it was considered necessary.

24. COST AUDITORS

Pursuant to section 148 (3) of the Companies Act, 2013 and rule 6(2) of the Companies (Cost records and Audit Rules) 2014 is not applicable to the Company.

25. STATUTORY DISCLOSURES

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Companies Act, 2013. The Directors have made the necessary disclosures as required by the various provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

26. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at workplace your company has adopted a Policy for prevention of sexual harassment of women at workplace and no such complaints have been reported during the financial year under review.

27. CORPORATE SOCIAL RESPONSIBILITY

Considering the turnover/ net worth/ net profit, the provision of Section 135 of the Companies Act, 2013, relating to Corporate Social Responsibility is not applicable to the company.

28. RISK MANAGEMENT POLICY

The Company is exposed to several risks. They can be categorized as operational risk and strategic risks. The Management has put in place adequate and effective system and man power for the purpose of Risk Management.

The company has taken several mitigating actions, applied many strategies and introduced control and reporting systems to reduce and mitigate the risks. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non- business risks.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(3) read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

30. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by Institute of Company Secretaries of India (ICSI) as and when it was applicable.

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

32. LOANS, GUARANTEES AND INVESTMENTS

As the Company is a Non-Banking Finance Company being engaged in the business of financing and investment activities, provisions of Section 186 of the Companies Act, 2013 is not applicable to the Company.

However, the particulars of loans and investments made under Section 186 of the Companies Act, 2013 during the financial year are provided in the Notes to the Financial Statements.

33. LISTING

The Equity Shares of the company are listed on BSE Limited (BSE). The Company is regularly paying listing fees to the BSE. Since last several years the Calcutta Stock Exchange Limited (CSE) is a non-operational Exchange and do not provide any trading platform to the investors of the Company. The Board of Directors at its meeting held on 13th August, 2018 has approved voluntary delisting of the shares from CSE which is a defunct stock exchange.

34. INSOLVENCY AND BANKRUPTCY CODE

The Company has neither made any application nor any application is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016), hence the requirement to disclose the details of application made or any proceeding pending under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financials year is not applicable.

35. GENERAL BODY MEETING:

Location & Time of Last 3 Annual General Meetings:

AGM	Date	Venue	Time	No. of Special Resolutions
28th	13th September, 2022	Through Video Conferencing	12:30 P.M.	One
27th	30th September, 2021	Through Video Conferencing	12:30 P.M.	None
26th	30th September, 2020	Through Video Conferencing	11:30 A.M.	None

At the above-mentioned meetings, all the Resolutions were passed with requisite majority. No Resolution was passed during the financial year ended 31^st March, 2023 through Postal Ballot.

36. GENERAL SHAREHOLDER INFORMATION

(i) Ensuing Annual General Meeting Details:

Day & Date	Friday, 29th September, 2023
Venue	The Annual General Meeting shall be held through Video Conferencing (‘VC)/Other Audio-Visual Means (‘OAVM) facility and the deemed venue for the 29th AGM shall be the Registered Office of the Company
Time	12:30 p.m.
Book Closure Date	Saturday, 23rd September, 2023 to Friday, 29th September, 2023 (both days inclusive)

(ii) The financial year of the Company covers 1^st April, 2022 to 31^st March, 2023.

(iii) Listing of Shares on Stock Exchanges with Stock Code

STOCK EXCHANGE	STOCK CODE
Bombay Stock Exchange Ltd.	511688
Phiroze Jeejeebhoy Towers
Dalal Street, Mumbai – 400 001
Telephone nos. : 022-2272 1233/34
Facsimile no. : 022-2272 1919
website : www.bseindia.com

(a) ISIN No. for the Companys ordinary shares in demat form: INE963B01019

(b) Depository Connectivity: NSDL and CDSL.

(iv) DISTRIBUTION OF SHARE HOLDING AS ON 31^ST MARCH 2023:

(a) ACCORDING TO CATEGORY OF HOLDING:

Category of Shareholders	No. of shares held	% of holding
Promoters	2080343	31.28
Bodies Corporate
Non – Promoters	Nil	Nil
Institutional Investors	200	0.0030
Mutual Funds & UTI	Nil	Nil
Banks, FIs, Insurance Companies FIIs	Nil	Nil
Others
Private Corporate Bodies	2206760	33.1844
Indian Public	2333729	35.0936
NRIs/OCB	28968	0.4356
Total	6650000	100.00

(b) ACCORDING TO NUMBER OF ORDINARY SHARES HELD:

Shareholding	Number of Share holders	% to total Shareholders	Number of shares	% to total Shares
1 - 500	3003	91.1381	346644	5.2127
501 - 1000	128	3.8847	107440	1.6156
1001 - 2000	51	1.5478	81056	1.2189
2001 - 3000	20	0.6070	51901	0.7805
3001 - 4000	8	0.2428	29992	0.4510
4001 - 5000	10	0.3035	46089	0.6931
5001 - 10000	26	0.7891	210690	3.1683
Above 10000	49	1.4871	5776188	86.8600
Total	3295	100.00	6650000	100.00

37. ACKNOWLEDGEMENT

Your Board wishes to place on record its sincere appreciation for the wholehearted support received from members, government authorities, bankers, employees, consultants and all other business associates. We look forward to continued support of all these partners in progress.