vikalp securities ltd Directors report

FINANCIAL SUMMARY AND HIGHLIGHTS Particulars	Yearended March 31,2023	Year ended March 31,2022
Revenue from operation	0.00	0.00
Other Income	2,160,665.37	1,989,492.00
Profit/(Loss) before, Depreciation, finance cost, Exceptional items and Tax expense	52996.37	(180,514.67)
Less : Depreciation	2038.56	2,038.56
Finance Cost	90,757.00	15,964.00
PBT/(Loss) Before Exceptional items and Tax	(39,799.19)	(198,517.23)
Less: Exceptional items	0.00	0.00
Profit( loss) before Tax	(39,799.19)	(198,517.23)
Less : Fringe Benefit Tax	0.00	0.00
: Deferred Tax Assets /(Liability)	(92.00)	(92.00)
: Current Year Income tax	0.00	0.00
: Earlier year excess provision of Income Tax	0.00	0.00
: Prior Period Income/(Expenses)	0.00	0.00
Profit for the Year (PAT) (1)	(39707.19)	(198,425.23)
Other Comprehensive Income/loss (2)	137,598.55	200,223.95
Total Comprehensive Income (1+2)	97,891.36	1,798.72

FINANCIAL PERFORMANCE AND STATE OF COMPANY AFFAIRS :

During the year under review, the total income of the Company is Rs.2,160,665.37, as compared to Rs. 1,989,492.00 in previous year. The Company has incurred a loss of Rs. 39799.19 as compared to profit before tax of Rs. 198517.23 in the previous year. Your Directors are highly concerned about its losses and are putting in their best efforts to look for new profiteering avenues to overcome the losses in the future.

SHARE CAPITAL :

The Issued, subscribed and paid up Equity Share Capital of the company as on 31st of March, 2023 is Rs. 3,05,19,000/- divided into 3051900 shares of Rs. 10 each. During the year the company has not issued any shares including Equity shares with Differential voting rights, Sweat Equity Shares, Employee Stock Option etc..

DIVIDEND :

In order to conserve the resources of the Company, the Board of Directors has decided not to recommend any dividend for the financial year ended on 31st of March, 2023.

BUSINESS ACTIVITIES:

The company has deployed surplus funds for the time being in securities as investment and granted loans for the purpose of gain.

CHANGE IN NATURE OF BUSINESS:

There is no change in the nature of business of the Company during the year under review.

DEPOSITS:

The Company has not accepted any deposits under section 73 or 76 of the Companies Act, 2013 ("the Act") during the period under review and as such no amount of principal or interest was outstanding on the date of the Balance Sheet.

CONSTITUTION OF VARIOUS COMMITTEES:

The Board of Directors of the Company has constituted the Audit Committee, Nomination& Remuneration Committee and Stakeholders Relationship Committee in accordance with the requirement of Companies Act, 2013. They function according to their respective roles and defined scope and in accordance with the terms of reference specified by Board of Directors. Constitution of above committees are as follows:

AUDIT COMMITTEE

In compliance and as per the requirements of Section 177 of the Companies Act, 2013, an Audit Committee has been constituted to monitor and supervise the Companys financial reporting process with a view to provide accurate, timely and proper disclosures and financial reporting.

During the year, the Audit Committee consists of three directors. Fourmeetings of Audit Committee were held during the year on 30.05.2022, 13.08.2022, 12.11.2022 and 14.02.2023. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

Composition of Committee meeting during the year:

NAME OF MEMBER	DESIGNATION	EXECUTIVE/NON-EXECUTIVE AND INDEPENDENT/NON-INDEPENDENT DIRECTOR
Mr. Vinod Kumar Sharma	Chairman	Non-Executive and Independent Director
Mr. Mohammad Faraz	Member	Non-Executive and Independent Director
Mr. Sharad Tandon	Member	Non-Executive and Independent Director

NOMINATION AND REMUNERATION COMMITTEE:

In compliance with the provisions of section 178 of the Companies Act, 2013, the Nomination & Remuneration Committee has constituted Nomination and Remuneration Committee. During the period four meetings of the Nomination and remuneration committee were as held on 30.05.2022, 13.08.2022, 20.09.2022, 30.09.2022, 12.11.2022 and 14.02.2023.

NAME OF MEMBER	DESIGNATION	EXECUTIVE/NON-EXECUTIVE AND INDEPENDENT/NON-INDEPENDENT DIRECTOR
Mr. Vinod Kumar Sharma	Chairman	Non-Executive and Independent Director
Mr. Mohammad Faraz	Member	Non-Executive and Independent Director
Mr. SharadTandon	Member	Non-Executive and Independent Director
Mrs. Sonali Kejriwal	Member	Executive and Non-Independent Director

STAKEHOLDERS RELATIONSHIP COMMITTEE

In compliance with the provisions of the Companies Act, 2013, the Stakeholders Relationship Committee has been constituted by the Board for a speedy disposal of grievances / complaints relating to shareholders/investors. The Committee consists of one nonexecutive Independent director and two executive directors of the Company. Requisite meetings of the Committee were held during the year.

NAME OF MEMBER	DESIGNATION	EXECUTIVE/NON-EXECUTIVE AND INDEPENDENT/NON-INDEPENDENT DIRECTOR
Mr. Vinod Kumar Sharma	Chairman	Non-Executive and Independent Director
Mr. ArunKejriwal	Member	Executive and Non- Independent Director
Mrs. Sonali Kejriwal	Member	Executive and Non-Independent Director

INVESTOR GRIEVANCE REDRESSAL:

The Stakeholder Relationship Committee specifically looks into the shareholder redressal and investor complaints on matters relating to refund orders, transfer of shares, sub-division, consolidation of share certificates, issue of duplicate share certificates, non-receipt of annual report, non-receipt of declared dividends etc.Company has registered with SCROES and also designated a mail id for investor vikalpsecuritieslimited@gmail.com

In addition, the Committee advises on matters which can facilitate better investor services and relations.

Types of Complaint	Number of Complaints
No. of complaints received	0
No. of complaints redressed	0
No. of complaints pending	0

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

V DIRECTORS :

Mrs. Sonali Kejriwal,the director of the company retires by rotation in the Annual General Meeting of the Company for the financial year 2022—23 and being eligible has offered herself for re-appointment.

The Board of Directors at its meeting held on 30 September 2022 has re-appointed, subject to the approval of members, Mr. Arun Kejriwal as managing director of the company for the further period of three years.

V KEY MANAGERIAL PERSONNEL :

Mrs. Jyoti Rajput appointed as the Company Secretary of the company w.e.f 20.09.2023 and resigned from her office w.e.f. 14.02.2023 and Mrs. Nida Khatoon appointed as company secretary of the company w.e.f. 14.02.2023

RISK MANAGEMENT POLICY AND IDENTIFICATION OF KEY RISKS:

The Company appreciates the fact that management of risk is an essential element of growth and for the same, assessing the risk and taking steps to control and curb it is necessary. Thus the Board has implemented a well laid out risk management plan in the company and suitably incorporated procedures in it for assessing and minimizing the prospective risks to which the company may be exposed. The Audit Committee also monitors and evaluates the risk management plan placed in the company from time to time in order to review if it is working properly and if it needs any kind of modification. The board has not identified any element of risk which can create a threat to the companys business or its existence during the period under review.

FORMAL ANNUAL EVALUATION OF BOARD OF DIRECTORS AND ITS COMMITTEES AND INDIVIDUAL DIRECTORS :

Performance evaluation of the Board of Directors of the Company

As per the evaluation criteria formulated by the Nomination and Remuneration Committee of the Board, the Board has evaluated its own performance in context of companys performance, status of compliance carried out, efforts made towards risk management, internal control, code of conduct followed and maintained by them, ethical standards met. Below are some of the criteria on the basis of which Board has made its evaluation at specific intervals :

1) Size and composition of the Board of Directors of the company as per Companies Act, 2013.

2) Diversity of thought, experience, knowledge, perspective, efficiency of board members to take initiatives and bringing out new ideas and gender in the Board of Directors of the company.

3) Maintaining transparency in the entire board processes.

4) Any deviations, if any, from the set goals of the Board and steps taken to control such deviations.

5) Efficiency and effectiveness of the Board of Directors of the Company in carrying out its functions.

6) Timely flow of information among the Board of Directors.

7) Updation of knowledge of governing laws, rules and regulations.

8) Independent judgment of each matter placed before the Board of Directors.

After evaluating its own performance, Board is of the view that the performance of the Board of Directors as a whole was satisfactory during the financial year 2022-2023.

Performance evaluation of the Committees of Board of Directors of the Company

The Board of Directors of the company evaluated the performance of each of its committees on the basis of various criteria such as composition of committee, quantum and quality of information received by the committee members, time spent for discussing the matter and reaching out to the final decision, efficiency and effectiveness of the decision making of the committee members, level of active participation of committee Members, number of meetings attended by the members, presence of the Chairman of the committee, follow up of action taken.

On the basis of the above criteria and the working procedure established by the Board of Directors of the company, the Board is of unanimous consent that all the committees of the company are working satisfactorily..

Performance evaluation of the Independent Directors of the Company

As per the criteria formulated by Nomination and Remuneration Committee for the performance evaluation of Independent directors, the performance of each Independent director was evaluated by the entire Board of Directors but excluding the director being evaluated. While evaluation the following things were taken into consideration :

1) Application of Independent judgment while taking decision as part of the Board of Directors of the company

2) Exercise of the responsibility in a bona fide manner in the interest of the company

3) Attendance in the meeting of Board of Directors and meetings of committees where independent director is a member.

4) Active participation in the familiarization programme conducted for the Independent Director.

Performance evaluation of the each individual director of the Company

Further the Board evaluated during the year, the performance of each Director taking each of them as a separate individual, in order to judge the contribution and efforts made by them individually and the initiatives taken by them during the year. This helped the Board of Directors in deciding whether to extend the tenure of director being evaluated.

MATERIAL CHANGES AND COMMITMENTS THAT MAY AFFECT THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the company have occurred during the year under review and the period between the end of the financial year of the company and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the year under review, there were no significant and material orders passed by the Regulators, courts or Tribunals, which may impact the going concern status and companys operation in future.

INTERNAL FINANCIAL CONTROLS:

The existing internal financial control system is adequate and commensurate with the nature and size of the business of the company. The internal auditors of the company keep a follow up on the internal financial reporting and information dissemination of the company between the departments. The Audit committee of the company interacts from time to time with the internal auditors of the company regarding the adequacy of internal financial control system placed in the company.

REPORTING OF FRAUD BY THE AUDITOR:

During the year under review, no Fraud is reported by the Auditors of the Company to the Audit Committee or Board.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(7) OF THE COMPANIES ACT, 2013:

As per section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations., every independent director on his/her appointment and in the first board meeting of every financial year, is required to give declaration of independence as specified in section149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Company has received declaration in compliance with aforesaid provisions from all of its independent directors.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS :

During the financial year ended on 31st of March, 2023, 7 Board meetings were convened on following dates :

01ST of April, 2022,

30th of May, 2022,

13th of August, 2022,

20th of September,2022,

30th of September, 2022,

12th of November, 2022 and 14th of February, 2023

S.N.	Name of the Director	Designation	No. of Meetings held	No. of Meetings attended
1.	Mr. Arun Kejriwal	Managing Director	7	7
2.	Ms Sonali Kejriwal	Director cum CFO	7	5
3.	Mr. Vinod Kumar Sharma	Director	7	7
4.	Mr. Sharad Tondon	Director	7	7
5.	Mr. Mohammad Faraz	Director	7	7

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION :

In compliance with the provisions of Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee of the Board of Directors have formulated a policy comprising the criteria for determining qualifications, positive attributes and independence of a director and remuneration for the directors, key managerial personnel and other employees, which has been approved and adopted by the Board. The criteria formulated by the Nomination and Remuneration Committee is duly followed by the Board of Directors of the Company while appointing the directors, Key Managerial Personnel and senior management personnel in the company.

NOMINATION AND REMUNERATION POLICY OF THE COMPANY Criteria for appointment of Directors in the Company:

1) Person of integrity with high ethical standards.

2) Person with knowledge, skill and innovative ideas that can be beneficial to the company.

3) Interested in learning new things and updating the knowledge and skills possessed.

4) Person who can act objectively while exercising his duties.

5) Who believes in team spirit

6) Who is responsible towards the work and can devote sufficient time and attention to the professional obligations for informed and balanced decision making.

In respect of Managing Director, Whole-time director and Independent director, besides the general criteria laid down by Nomination and Remuneration Committee for all directors, the criteria as mentioned in Companies Act, 2013 have also been included.

Criteria for appointment of Key Managerial Personal and Senior Management Employee:

1) Person should be having the required educational qualification, skills, knowledge and experience as required and necessary for the concerned post.

2) Person should be hardworking, self-motivated and highly enthusiastic.

3) Person should be having positive thinking, leadership qualities, sincerity, good soft skills and power of taking initiatives.

Remuneration policy of the Company :

The Remuneration policy of the company has been framed by the Nomination and Remuneration Committee in such manner that it can attract and motivate the directors, key managerial personnel and employees of the company to work in the interest of the company and to retain them.

1) Company has a policy to pay remuneration in such manner that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

2) It has been ensured while formulating the policy that remuneration to directors, key managerial personnel and senior management should involve a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company.

3) Remuneration to be paid to Managing Director/Whole-time Director shall be within the limits specified under Companies Act, 2013.

4) Increments to the existing remuneration may be recommended by the committee to the Board of Directors.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS :

Company has in place a familiarization programme under which it has laid down procedural steps to familiarize the new directors with the companys working and applicable laws and other things which help them in getting acquainted with the company, as and when they join the company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 :

Details of loans, guarantees and investments under section 186 of the Companies Act, 2013 have been provided in the relevant notes to the financial statements annexed to the Annual Report of the Company.

RELATED PARTY TRANSACTION

All contracts/arrangements/transactions entered by the company with the related parties were on arms length basis and in the ordinary course of business.

All such Related Party Transactions are placed before the Audit Committee for approval, wherever applicable. Prior omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Company has adopted a policy on Related Party Transactions, and the same is available on the website of the company www.vikalpsecurities.com athttp://vikalpsecurities.com/?page_id=100.

Form AOC 2 regarding the details of related party transactions is annexed with this report as Annexure 2

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE :

Pursuant to the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal)Act, 2013, the Company has a well framed policy on Prevention of Sexual Harassment at workplace covering all the employees and personnel at the management to ensure the prevention of any instance of such harassment and to provide protection and safeguard to women.

During the year, no complaint or case of woman harassment has been reported to the company.

VIGIL MECHANISM :

As per section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014, the Company has adopted a policy on Vigil Mechanism for directors and employees of the company to report their genuine concern for any unethical conduct or malpractice, violation of code of conduct observed by them in the company.

The Company promotes ethical behavior in all its business activities and in line with the best practices for corporate governance. It has established a system through which directors & employees may report breach of code of conduct or suspected fraud, unethical business practices, illegality, fraud, and corruption etc. at work place without fear of reprisal. The Board designated and authorized Mrs. Sonali Kejriwal, Director of the Company as Vigilance and Ethics Officer and Vinod Kumar Sharma, Chairman of the Audit Committee to oversee the vigil mechanism. The functioning of the Vigil mechanism is reviewed by the Audit Committee from time to time. It may be noted that if any of the members of the Committee do have a conflict of interest in any given case, he/she to recues themselves and the others on the committee would deal with the matter on hand.

The mechanism provides for adequate safeguards against victimization of directors, employees who avail of the mechanism and also provide for the direct access to the Chairman of the Audit Committee.

Details of Vigil Mechanism adopted by the company are available on the website of the company www.vikalpsecurities.com at http://vikalpsecurities.com/?page_id=100.

POLICY ON INSIDER TRADING :

The company follows a strict code on prohibition of Insider Trading and the same has been detailed to all the directors, senior management and employees of the Company.

For ensuring the same, the company has adopted a code of fair disclosure of Unpublished Price Sensitive Information in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015 which is available on the website of the company www.vikalpsecurities.com at http://vikalpsecurities.com/?page__id=124.

DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors confirm that :

(a) In preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) They had 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 the affairs of the company at the end of the financial year ended on 31st of March, 2023 and of the profit and loss of the company for that period;

(c) Theyhad taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) Theyhad prepared the annual accounts on a going concern basis and;

(e) they had laid down internal financial controls to be followed by the company and such internal financial controls are adequate and operating effectively;

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

AUDIT AND AUDITORS:

(i) STATUTORY AUDITORS :

Pursuant to provisions of Section 139 of the Act and Rules made thereunder, M/s. GUPTA AND SHAH, Chartered Accountants, Kanpur, were appointed as the Statutory Auditors of the Company for a period of 5 consecutive financial years to hold office from the conclusion of the 36TH Annual General Meeting of the Company held on 29th September 2022,till the conclusion of the 41ST Annual General Meeting to be held in the year 2027. They have confirmed that they are not disqualified from continuing as Auditors of the company.

M/s GUPTA AND SHAH, Chartered Accountants, submitted their report for the financial year ended March 31, 2023. The observations of the auditors are explained wherever necessary in appropriate notes to the accounts. Also, there is no adverse comment in the Auditors Report.

(ii) SECRETARIAL AUDITORS

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 hadappointed M/s. AdeshTandon and Associates, Practicing Company Secretaries, Kanpuras the Secretarial Auditors of the Company to conduct the Secretarial Audit of the Company for the financial year 2022-2023 and to furnish the audit report to the Company. The Secretarial Audit Report is annexed to this report as Annexure -1.

M/s. Adesh Tandon and Associates, Practicing Company Secretaries, submitted their report for the financial year ended March 31, 2023. The observations of the secretarial auditors are explained at relevant place in directors report.. Also, there is no adverse comment in the Secretarial Auditor Report.

(iii) INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with rule 13 of Companies (Accounts), Rules, 2014, the Company appointed M/s. Dhanuka Gupta& CO., Chartered Accountants, as Internal Auditors of the Company for the financial year 2022-2023.

The internal Audit Report as issued by the Internal Auditor was placed before the Board of Directors from time to time.

LISTING ON STOCK EXCHANGES :

The Companys equity shares are currently listed with "The Bombay Stock Exchange Limited." Company applied for delisting of its shares from Calcutta Stock Exchange Limited long back ago in year 2007 after passing the resolution for the same, but did not receive the written approval for the same. However, based on our own honest opinion and as per the legal advice sought by the company, we are of strong view that if one has applied for delisting of security complying with all the requirements as per the applicable law, then withholding the approval by the esteemed stock exchange does not matter. Hence, the matter of delisting is still awaited.

LEGAL FRAMEWORK AND REPORTING STRUCTURE:

The Company would like to inform that a legal compliance tool has been installed vertically within the organization for monitoring and complying all laws applicable with the Company. This tool is being overseen and supervised by the office of the Company Secretary. Further, the Company secretary has also been cast with the responsibility of providing a compliance certificate at the Board meetings held at the end of the quarters including the key non-compliances during the quarter.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

In terms of Regulation 34(2)(e) of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is annexed to this report. (Annexure-4)

CORPORATE GOVERNACE:

The Provisions relating to Corporate Governance as enumerated under Regulations 17 to 27 of SEBI (Listing obligation & disclosure requirements) Regulation, 2015 are not applicable on the Company.

Thus, the report on Corporate Governance does not form part of this report.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

As per Section 197(12) of Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the required disclosure is annexed as Annexure 3.

TRANSFER TO RESERVES:

The Company has not transferred any amount for the financial year 2022-2023, to any reserve and the entire Profit and Loss amount has been carried forward to the balance sheet of the Company for the financial year 2022-2023.

DETAILS OF SUBSIDIARY, JOINT VENTURE COMPANIES AND ASSOCIATES COMPANY :

The Company has no subsidiary companies, no joint venture & associate company.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

Duringthe year under review, there were no applications made or proceedings pending in the name of the company under the insolvency Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE between valuation amount on one time settlement and VALUATION WHILE AWAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

DETAILS ABOUT POLICY ON CORPORATE SOCIAL RESPONSIBILITY:

The Company at present is not covered under the provisions of section 135 of the Companies Act, 2013, which stipulates the formation of Corporate Social Responsibility Committee and policy thereof. Hence, the same is not applicable on the Company during the period under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

As the company is not engaged in any activity requiring the use of energy, thus there is no scope for conservation of energy by the company.

The company has not absorbed any technology during the period under review.

FOREIGN EXCHANGE EARNING AND OUTGO:

Activities relating to exports; initiatives taken to increase exports; development of new export markets for products and services; and export plans: - N.A.

Since, the company is not engaged in any activities relating to Exports, therefore there are no Foreign Exchange Earnings and Outgo.

Total Foreign Exchange used and earned:-
Foreign Exchange Earning	Rs.Nil
Foreign Exchange Outgoing	Rs.Nil

INDUSTRIAL RELATIONS :

The relations between the employees and the management have remained cordial and harmonious during the year under review.

COMMENTS OF THE DIRECTORS:

With regard to the observations made by the Statutory Auditors of the Company in their report, the Board of Directors wants to present the following explanation :

1) Registration as Non-banking Finance Company with Reserve Bank of India :

The company was registered with SEBI having registration no. INB100726335 w.e.f. 07.06.1995 under section 12 of SECURITIES AND EXCHANGE BOARD OF INDIA ACT and was a stock broker of Uttar Pradesh Stock Exchange. As the company was carrying on the business of stock broking and was governed by SEBI, thus as per the RBI guidelines, it was exempt from the applicability of the provisions of section 45 I A of the Act, therefore, the need of getting the company registered with RBI as Non-Banking Finance Company did not arise. However, later on the Company surrendered the stock broking and the same became effective from November, 2012, thereafter the company decided upon to majorly carry on the security trading and investment business on its own account, a line of business in which it was having profound experience and working knowledge for many past years. As the business with which the company was going to continue after the above said surrender did not require the registration as NBFC with RBI, thus the company did not apply for the same.

However, the company was confident to carry on its security trading business with full success and extract good amount of revenue from the same and tried its best to successfully undertake it for long term but as this business completely depends upon the market conditions and prospects, it could not envisage the feasible outcomes and revenues as was aimed by the company. Thus, for the time being the Company focused on other areas of work for revenue generation and deployed its funds towards providing loans to persons. Although Company is keeping a close watch on the security market to tap feasible and revenue generating trading opportunities and is affirmative that it would very soon start trading in the market. Thus, the Company has not gone for registration with RBI as NBFC as till date its sole business is not providing loan to persons. Besides that company is also proposing to diversify its trading activities in other fields also.

Company is maintaining data manually and is about to install feasible SSD Software and is in the procedure to find out the most feasible and Legitimate software suppliers and that is the reason installation took place.

The Secretarial Auditors of the Company have also made the same observations in their report as made by Statutory Auditors and the same has already explained above.

SECRETARIAL STANDARDS

During the financial year under review, the Company has complied with the applicable SS-1 (SecretarialStandard on Meetings of the Board of Directors),SS-2 (Secretarial Standard on General Meetings), SS-3 (Secretarial Standard on Dividend) and has also voluntarily complied with SS-4 on (Secretarial Standard on Report of the Board of Directors), as applicable, issued by the Institute of Company Secretaries of India.

(i) OTHER DISCLOSURES:The Company was not required to transfer any amount to Investor Education and Protection fund.

(ii) The Board has in place the Code of Conduct for all the members of Board and team of Senior Management Personnel. The Code lays down, in detail, the standards of business conduct, ethics and governance.

(iii) Maintenance of cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 is not required by the Company.

(iv) The Company is not required to obtain credit rating on its securities.

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the excellent support, trust, guidance and cooperation extended & reposed by all its stakeholders, employees, customers, Financial Institutions and Banks, Statutory & Regulatory Bodies and local authorities, in the Company and look forward to their continued patronage. The Board also expresses its appreciation of the dedicated services provided by the employees of the Company.

Place : Kanpur	For and on Behalf of Board of Director Directors
Date : 30/05/2023	(Arun Kejriwal)	(Vinod Kumar Sharma)
	Managing Director	Director
	DIN:- 00687890	DIN:- 03399019