nam securities ltd Directors report


Dear Members,

Your directors have pleasure in presenting this 29thAnnual Report together with the Audited Financial Statements of your Company for the year ended March 31, 2023.

FINANCIAL HIGHLIGHTS

(Amount in Lacs-Rs.)

Particulars Year ended st 31March, 2023 Year ended 31stMarch ,2022
Total Revenue 7228.65 8645.17
Total Expenditure 7223.32 8585.15
Profit before Tax 5.33 60.02
Tax Expense 2.60 14.75
Profit for the Year 2.73 45.27
Total Other Comprehensive Income 0.00 0.00
Total Comprehensive Income 2.73 47.27

OPERATIONAL PERFORMANCE

1. The Company recorded revenue of Rs.7228.65 Lacs for the year ended 31st March, 2023 as against Rs. 8645.17 Lacs in the previous year ended 31st March, 2022.

2. The profit before tax at Rs. 5.33 Lacs for the year ended 31 March, 2023 as against Rs. 60.02 Lacs in the previous year ended 31st March, 2022.

3. Net profit after tax at Rs. 2.73 Lacs for the year ended 31 March, 2023 as against Rs. 47.27 Lacs in the previous year ended 31stMarch, 2022.

KEY FACTORS WHICH AFFECT THE PERFORMANCE OF THE COMPANY

The year under review has been year of fluctuations in the prices of shares. Due to inflationary trends in India & Abroad, more particularly in USA & Europe, the Central Banks of the affected nations including India, were forced to interest repo rates. The interest rates were raised by more than 30% of the previous levels. This resulted into increasing cost of borrowing and higher Emis for the purchases made by the consumers. With the increased interest rates, the banks and other financial institutions started offering higher interest rates on the deposits made by the investing class. This created alternative investment opportunities for the investors, with almost Nil risks, compared to investment in equities. The weakening of US economy adversely affected the cash flow of the banking industry, resulting into collapse of certain big banks. Due to all these, once again, the stock markets are adversely affected across the globe. This kind of situation had its impact on Indian stock markets as well on your companys turnover and profitability during the year under consideration.

OUTLOOK OF THE INDUSTRY & FUTURE PROSPECTS

We foresee a good future of the industry, more particularly in India. Ours is developing nation with huge population, more particularly, younger population. Our Nation has been 5th largest economy in the world. There are several multi-nationals in race to open their establishments in India. This shall create huge employment opportunities as well contribute to the growth of GDP.

This shall have direct impact on the growth of the stock markets in India. Your directors are of the opinion that the Industry shall start growing rapidly in the years to come. In view of all the progressive policies of the present government and expansion plans across all the sectors, with particular emphasis on Health, Transport and Consumables, equity markets seems to have a growing future. The Government at present has announced Disinvestment in public sector undertakings for the substantial amounts. There are many IPOs already opened and many more are in the pipeline. Your company being in the business of dealing in the Financial Market, the aforesaid moves had a direct impact on the performance& profitability of your company during the current year.

TRANSFER TO RESERVES

No amount is transferred to General Reserve during the year.

DIVIDEND

Your Board has deferred the decision to recommend any Dividend for the F.Y. 2022-23

CAPITAL EXPENDITURE AND FUNDING

(a) The Capital Expenditure incurred and funded for the year is Rs. 6.71 Lacs.

(b) During the year under review, your company has not sold/deleted / adjusted any assets.

SHARE CAPITAL

Equity shares of the Company are being traded on BSE Ltd. The company has its Authorized Share Capital of Rs. 5,50,00,000/- divided into 55,00,000 equity shares of Rs. 10 each, and the issued, subscribed and paid up capital stands at 5,39,20,000 divided into 53,92,000 equity shares of Rs. 10 each. The company has neither issued shares with differential voting rights nor sweat equity shares during the year under consideration.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATES COMPANY

There is no subsidiary, Joint Venture and Associates company.

FRAUD REPORTED BY THE AUDITORS DURING THE YEAR

No comments are needed as there were no such instances during the year.

RISKS AREAS OF CONCERN

The Company has laid down a well defied Risk Management Policy covering the risk mapping, trend analysis, risk exposures, potential impact and risk mitigating process. A detailed exercise is being carried out from time to time to identify, evaluate, manage and monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

PUBLIC DEPOSITS

Your Company has neither invited nor accepted deposits from the public falling within the ambit of Section 73of the Companies Act,2013&the Companies(Acceptance of Deposits) Rules, 2014.

CEO/CFO CERTIFICATION

The compliance to the requirement of Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Chief Finance Officer of the Company has submitted to the board a certificate relating to the compliance of matter as envisaged in the said clause. (Annexure-F)

CORPORATE GOVERNANCE REPORT

As per SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, a separate section on Corporate Governance Report as on 31st March, 2023 together with a certificate issued by Statutory Auditors with respect to compliance of the provisions of Corporate

Governance as on that date forms an integral part of this Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, following changes took place in the Board of Directors and Key Managerial Personnel:

(a) Appointment of Director

There was no change in the Board of Director during the year in review.

(b) Company Secretary & Compliance Officer of the Company

Ms. Divya Bisht, a qualified Company Secretary, was appointed to the post of Company Secretary and Compliance Officer of the Company with effect from 26th October, 2020 and resigned with effect on 12th July, 2023. Mr. Pradeep Kumar was appointed with effect from close of 12th July, 2023, as Compliance Officer to attend to all the secretarial work, till the date of appointment of qualified company secretary. Neha Gupta, a qualified CS has been appointed as Company secretary-cum-compliance officer w.e.f.3rd Feburary,2023 & is continuing in that post.

(c) (i)Retirement by rotation:

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one- third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mrs. Kiran Goyal(DIN: 00503357), Directors will retire by rotation at the ensuing AGM, and being eligible, offers herself for re-appointment in accordance with provisions of the Companies Act, 2013.

A brief resume of the Directors being appointed/ re-appointed, experience of the Directors, names of companies in which they hold Directorships, committee memberships/ chairmanships, their shareholding in the Company, etc., have been furnished in the explanatory statement to the notice of the ensuing AGM.

Extent to relationship of Directors inter-se in terms of Section 2(77) of the Companies Act, 2013 forms part of the explanatory statement attached to the Notice of the Annual General Meeting.

(c) (ii)

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, Independent director,Mr. Prakash Chandra Panjikar was appointed as Independent Director on 28/09/2018, and are liable for re-appointment on completion of his first tenure of 5 years, offer himself for re-appointment at the ensuing AGM. Therefore, Mr. Prakash Chandra Panjikar (DIN: 08207000), Directors will retire by rotation at the ensuing AGM, and being eligible,offers himself for re-appointment for another term of 5 years in accordance with provisions of Companies Act, 2013.

A brief resume of the Directors being appointed/ re-appointed, experience of the Directors, names of companies in which they hold Directorships, committee memberships/ chairmanships, their shareholding in the Company, etc., have been furnished in the explanatory statement to the notice of the ensuing AGM.

Extent to relationship of Directors inter-se in terms of Section 2(77) of the Companies Act, 2013 forms part of the explanatory statement attached to the Notice of the Annual General Meeting.

(d) Declaration by Independent Directors

The Company has received and taken on record the declarations received from all the Independent Director of the Company confirming that they meet the criteria of independence as prescribed both under the Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Based on the declarations received from the Independent Directors, the Board is of the opinion that the Independent Directors fulfill the criteria of Independence as specified in the Listing Regulations and the Act and are Independent of the Management.

(e) Evaluation of Board Performance

Pursuant to the provisions of the Companies Act, 2013 and applicable provisions of SEBI (Listing Obligations and Disclosure requirements) Regulations 2015, the Board of Directors have devised a policy which lays down the criteria for performance evaluation of the Chairman, Board and Individual Directors (including Independent Directors), Committees. The performance of the Directors was evaluated by the Board on the basis of the criteria such as Directors participation, contribution and their guidance.

The performances of the committees are evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees and effectiveness of the committee meetings etc. The performance of the individual committee member was reviewed on the basis of the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc.

(f) Key Managerial Personnel

In terms of provisions of Section 203 of the Companies Act, 2013 the following persons were whole-time Key Managerial Personnel (‘KMP) of the Company as on 31st March, 2023:

a. Mrs. Kiran Goyal -Managing Director

b. Ms. Divya Goyal -Director

c. Mr. Ashwani Goyal -Director

d. Mr. Ravi Berry -Director

e. Ms. Rekha Chauhan-Director

f. Mr. Prakash Chandra Panjikar -Director

g. Mr. Pradeep Kumar - Chief Financial Officer

h. Ms. Neha Gupta-Company Secretary-cum-compliance Officer

MANAGERIAL REMUNERATION AND OTHER DETAILS

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in this Report as "Annexure - B" which forms a part of this report.

Further in terms of Section 136 of the Act, the Report and accounts are being sent to the members excluding the aforesaid annexure. The said annexure is available for inspection at the registered office of the Company during the working hours and any member interested in obtaining a copy of the same may write to the Company Secretary and the same will be furnished on request.

RECOMMENDATION OF AUDIT COMMITTEE

During the year under review, there is no instance of non-acceptance of any recommendation of the Audit Committee of the Company by the Board of Directors.

MEETINGS OF THE BOARD

The Board met 9 (nine) times during the year under preview, the details of which are given in the Corporate Governance Report, the intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and SEBI (LODR) Regulation, 2015. The Composition of the Board and its four committees and the number of meeting held during the period are given in Corporate Governance Report that forms part of this Annual Report. Formal evaluation of all the directors, the board as a whole and the committees was conducted and was found satisfactory.

COMPOSITION OF BOARD

The Board of Directors comprises of 6(Six) Directors, out of which 3(Three) are Non- Executive Independent Directors (which include one woman director) and 3 (Three) Executive- Non Independent Director comprises of 2(Two) woman Director. The constitution of the Board of the Company is in accordance with Section 149 of the Companies Act, 2013 and relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review, there are no changes in the composition in the same.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) read with 134(5) of the Companies Act, 2013, the Board to the best of their knowledge and ability confirm that:

(a) In the preparation of the Annual Financial Statements for the year ended 31st March, 2023, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

(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 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 the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors have prepared the annual accounts 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 are operating effectively; and

(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is appended as Annexure - A to the Boards Report and also available on the website of the Company at www.namsecurities.in. Further, a copy of Annual Report for the year ended 31st March, 2023 will be hosted on website of the Company at www.namsecurites.in

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report on the business outlook and performance review for the year ended March 31, 2023, as stipulated in Regulation 34 read with Schedule V of SEBI (LODR) Regulations, 2015, is available as a separate section which forms part of the Annual Report.

STATUTORY AUDITORS AND AUDITORS REPORT

As per the provisions of section 139 of the act read with the Companies (Audit and Auditors)

Rules, 2014, As per provisions of section 139 of the Act read with the Companies (Audit& Accounts) Rules,2014, the members of the company in their 28thAnnual General Meeting (‘AGM) held on 30th September, 2022 appointed M/s. Satya Prakash Garg & Co., Chartered Accountants (Firm Registration no. 017544N and holding valid Peer review certificate issued by ICAI, as the Statutory Auditors of the Company for a period of five years from the conclusion of the 28th AGM till the conclusion of the 33rd AGM M/s. Satya Prakash Garg & Co., has confirmed their eligibility and qualification required under section 139,141 and other applicable provisions of the act and rules issued thereunder.

M/s. Satya Prakash Garg & Co., Chartered Accountants is eligible for re-appointment as Statutory Auditor of the Company and has given their consent in writing for appointment.

The Auditors Report on financial statements for the year ended 31st March, 2023 forms part of this Annual Report. The Auditors Report doesnt contain any qualifications, reservations, adverse remarks, disclaimer or emphasis of matter. Notes to the Financial Statements are selfexplanatory and do not call for any further comments.

SECRETARIAL AUDIT

Pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed Mr. Vivek Kumar, proprietor of M/s K Vivek & Co, Practicing Company Secretary, as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2022-23.

The Secretarial audit of the company has been conducted in respect of the matters as set out in the said rules and have been provided in the Secretarial Audit Report for the financial year 2022-23, which is given in Form No. MR-3 and is provided as an Annexure - D to this report.

There are no qualifications, reservations of adverse remarks made by M/s K Vivek & Co,

Practicing Company Secretary, Secretarial Auditor of the Company in their report.

COST AUDITORS: The company does not require cost auditors.

RELATED PARTIES TRANSACTIONS

All related Party Transactions entered during the year are in the ordinary course of business and on arms length basis. No material Related Party Transactions are entered during the year by your Company during the FY 2022-23 under section 188 of the Act and Regulations 23 of Listing Regulations. Hence, pursuant to the provisions of the Section 134 of the Act, the relevant disclosure of Related Party Transactions to be provided under section 134 (3)(h) of the Companies Act, 2013 in form AOC-2 is annexed as Annexure -E.

All related party transactions are placed before the Audit Committee for its approval and noting on quarterly basis. Prior approval of the Audit Committee is obtained for the transactions which are foreseen and of a repetitive nature. The transactions entered into with related parties are certified by the Management and the Independent Chartered Accountants stating that the same are in the ordinary course of business and at arms length basis.

The details of related party transaction that are entered during the FY 2022-23 are given in the notes to the Financial Statement as per IND AS-24 which forms part of this Annual Report.

DISCLOSURES OF COMMITTEES AND ITS POLICIES RISK MANAGEMENT POLICY

Pursuant to the requirement of Regulation 17(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formed a Risk Management Policy. This Policy seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The policy defines the risk Management approach across the enterprises at various levels including documentation and reporting. The Risk Mgt.Policy approved by Board is uploaded on Company website (www.namsecurities.in)

ENVIRONMENT POLICY

The Company has over the years, gone beyond the requirements of law in improving the environment in the ecosystem that it operates in and it has formalized and adopted a Corporate Environment Policy.

NOMINATION AND REMUNERATION COMMITTEE POLICY

The Nomination and Remuneration Committee of the Company has framed a policy for Directors, KMP and other Senior Management Personnel their appointment and remuneration, specifying criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under the section 178 of the Companies Act, 2013 and rules framed there under and SEBI LODR, Regn, 2015. The Criteria as aforesaid is given in the "Corporate Governance Report". The Remuneration Policy of the Company is annexed as Annexure C. The said policy is uploaded on the website of the Company (http://www.namsecuritites.in)

AUDIT COMMITTEE AND ITS COMPOSITIONS

The Audit Committee comprises of Three Non-Executive Independent Director namely Mr. Ravi Berry, Mrs. Rekha Chauhan and Mr. Prakash Chandra Panjikar. All the recommendations made by the Audit Committee are accepted by the Board.

STAKEHOLDERS AND INVESTORS GRIEVANCE COMMITTEE

The Stakeholders & Investors Grievance Committee comprises of Two Independent directors namely Ravi Berry (Chairman), Rekha Chauhan and Ms. Kiran Goyal as other member. All the recommendations made by the said committee are accepted by the board.

VIGIL MECHANISM CUM WHISTLE BLOWER POLICY

Pursuant to the provision of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulation, 2015, the Board of Directors of the Company has established Vigil Mechanism / Whistle Blower Policy. The details of the Vigil Mechanism cum Whistle Blower Policy are provided in the Corporate Governance Report. The Vigil Mechanism and Whistle Blower Policy can be accessed on the website of the Company (www.namsecuritites.in)

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

During the year under review, pursuant to Section 186 of the Companies Act, 2013, no loans were given to any person, nor any Guarantees or securities were provided.

LISTING AND DEMATERIALISATION OF SHARES

As your Companys shares are listed on BSE Ltd., and is enjoying active status. Listing Fees for and up to the year 2023-24, has been paid to the stock exchanges. The ISIN of the company is INE792G01011 and Trading Code on BSE is 538395, with the symbol "NAM".

STAKEHOLDERS INITIATIVES

Your company adheres strictly to all the statutory and other legal compliances. On occurrence of any event, which has a bearing on the share price or otherwise, your company intimates the stock exchanges, within stipulated period. Your company has in place regulations for preventing and regulating insider trading and has adhered to a code of conduct and business ethics by which the shareholder is treated at par with an employee on availability of information about the company. Your company has been prompt and regular in its replies to your queries. Your company also replies within the stipulated time to all legal and statutory authorities. The total number of shares dematerialized as on 31st March, 2023 are 51,33,250 shares which represent 95.20 % of the shares of the company.

PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in this Report as "Annexure B" and forms a part of this report.

CORPORATE SOCIAL RESPONSIBILITY

According to the provisions of section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility) Rules, 2014 the Company does not need to constitute a Corporate Social Responsibility Committee. Your Directors have immense pleasure in sharing that the Company has always been earnest for contributing towards the betterment of society. The company strives to achieve a fine balance between social, environment and economic benefits to the communities in which it operates.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT

There was no significant material changes and commitment affecting financial position of the company occurred between the end of financial year and date of report.

(i) ADOPTION OF IND-AS

Effective 1 April,19,company adopted IND-AS notified by MCA with transition date of 01/04/18.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on Companys operation in future.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The Company has in place an established proper and adequate internal control system to ensure proper recording of financial & operational information, compliance of various internal controls and other regulatory/statutory compliances. All Internal Audit findings and control systems are periodically reviewed and verified by the Audit Committee of the Board of Directors and the committee confirmed that the internal financial controls over the financial reporting are adequate and such controls are operating effectively. The Internal audit of the Company is handled by a qualified Chartered Accountant and his team of subordinates.

REPORT ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The Company operates in Service Sector as a SEBI Registered Stock Broker and therefore energy consumption is only limited to electricity required for office functioning for administration functions. However, necessary initiatives have been taken by the Company from time to time for optimum utilization of energy.

i. The Company has no manufacturing activity. The consumption of electricity continues to be minimal and adequate measures are taken to conserve power and energy.

ii. The Company has not purchased or acquired any new technology.

iii. The Company has not undertaken any new Research & Development activities.

iv. There was no foreign exchange expenditure or earnings during the year under review.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has constituted an internal complaint committee under Section 4 of the Sexual Harassment of Woman at workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review there was no complaint filed before the said Committee.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and your directors confirm compliance of the same during the year under review.

CODE OF CONDUCT

The Code of Conduct laid down by the Board is in operation in the Company. All Board Member and senior management personnel have affirmed the compliance with the code. The declaration to this effect is enclosed to the Corporate Governance Report.

PREVENTION OF INSIDER TRADING

Pursuant to the provision of the SEBI (Prohibition of Insider Trading) Regulations, 2018 and to prevent Insiders from procuring, communicating, providing or allowing access to unpublished price sensitive information unless required for discharge duties, the Company has formulated and adopted within the prescribed time limits, the code of Conduct ("the code") for regulating, monitoring and reporting of trading by insiders. The company has received an affirmation for compliances with Code, from all the designated persons as defined in the code.

GENERAL

Your Director 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 rights as to dividend, voting or otherwise.

(b) Issue of shares (incl. sweat equity shares and ESOS) to employees of the Company under any scheme.

(c) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

ACKNOWLEDGEMENT

The Directors wish to acknowledge and thank the Central and State Governments and all regulatory bodies for their continued support and guidance. The Directors thank the shareholders, customers, business associates, Financial Institutions and Banks for the faith reposed in the Company and its management. The Directors place on record their deep appreciation of the dedication and commitment of your Companys employees at all levels and look forward to their continued support in the future as well.

For and on Behalf of the Board of Directors

Sd/- Sd/-
(Ashwani Goyal) (Kiran Goyal)
Date: 06.09.2023 Director Managing Director
Place: New Delhi DIN:00502989 DIN:00503357