Alacrity Securities Ltd Directors Report.

To,

The Members,

Alacrity Securities Limited our Directors take pleasure in presenting the 26th Report on the business and operations of your Company together with the Audited Financial Statements for the year ended 31st March, 2020.

FINANCIAL HIGHLIGHT:

The financial performance of your Company for financial Year 2019-20 and 2018-19 is summarized as below:

Particular Year Ended On 31st March, 2020 Year Ended On 31st March, 2019
Total Revenue 1,70,83,92,262 64,40,56,200
Total Expenditure 1,77,62,74,427 68,43,09,286
Profit/(Loss) Before Exceptional Items and Tax (6,78,82,165) (4,02,53,087)
Less: Exceptional Items - -
Profit/(Loss) Before Tax (6,78,82,165) (4,02,53,087)
Profit/(Loss) after Tax (6,78,74,829) (3,99,35,051)
Earnings Per Equity Share (Face Value of 10)
(a) Basic (3.22) (1.89)
(b) Diluted (3.22) (1.89)

Financial Performance and state of Company affairs:

During the year under review, your Company has recorded total revenue of Rs. 17083.93 lakhs against Rs. 6440.56 Lakhs in the previous year. The Company has incurred as Loss of Rs.678.75 Lakhs as compared to Loss of Rs. 399.95 incurred in the previous Year.,

There was no change in the nature of business of the company during the year.

The previous year figures have been restated, rearranged, regrouped and consolidated, to enable comparability of the current year figures of accounts with the relative previous years figures.

COVID-19 PANDEMIC:

In the last month FY 2020, the COVID-19 pandemic developed rapidly into a global crisis, forcing governments to enforce lock-downs of all economic activity. For the Company, the focus immediately shifted to ensuring the health and well-being of all employees, and on minimizing disruption to services for all our customers globally.

a. Impact of Covid-19 on Stock Broking Services and Share Trading:

Brokerages are buckling up to face income distribution pressure as economic slowdown and the coronavirus pandemic drag equity scheme inflows. The situation has eroded asset values, leading to market corrections.

b. Possible Scenarios:

COVID-19 will have an impact on many entities business activities. The impact of COVID-19 on the entitys expectations about short- and medium-term performance, the possible effect on asset valuation and an entitys ability to continue as a going concern need to be determined on a case-by-case basis. "Multiple scenarios may exist about the potential impact of COVID-19 on an entity"

SHARE CAPITAL:

Equity Share Capital:

During the period under review the Company has not allotted any new Equity Shares.

The Equity Shares of the Company are listed on following Stock Exchange:

The Bombay Stock Exchange Limited

P J Towers, Dalal Street, Fort, Mumbai: 400001

Other Shares:

During the period under review the company has not issued any equity shares with differential rights, sweat equity shares, employee stock options and did not purchase its own shares. Hence there is no information to be provided as required under Rule 4(4), Rule 8(13), Rule 12(9) and Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 and Section 62 of the companies Act 2013 respectively.

DIVIDEND:

In order to strengthen the financial position of the Company the Directors have not recommended any divided.

HOLDING, SUBSIDIARIES AND ASSOCIATE COMPANIES:

The Details of Holding Subsidiary and Associate Company are as below:

SR. NO NAME OF THE COMPANY HOLDING/SUBSIDIARY/ASSOCIATE COMPANY
1 Odyssey Corporation Limited Associate Company
2 Pooja Equiresearch Private Limited Associate Company

TRANSFER TO RESERVES:

During the year under review, the Company has not transferred any amount to Reserves.

PUBLIC DEPOSITS:

During the Financial Year 2019-20 under review, the Company has neither invited nor accepted any public deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014. As such, no specific details prescribed in Rule (8)(1) of the Companies (Accounts) Rules, 2014 (as amended) are acquired to be given or provided.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, wherever applicable, are given in the notes to financial statements.

CHANGE IN THE CAPITAL STRUCTURE OF THE COMPANY:

During the period under review there has been no Change in the Capital Structure of the Company.

CHANGE IN NATURE OF BUSINESS, IF ANY:

During the year under review, there is no Change in the nature of the business of the Company.

ISIN NO.

The Companys Demat International Security Identification Number (ISIN) for its equity shares in NSDL and CDSL is INE030P01017.

CORPORATE IDENTIFICATION NUMBER:

The Companys CIN as allotted by the Ministry of Corporate Affairs ("MCA") is L99999MH1994PLC083912.

SHARE TRANSFER SYSTEM:

The Share transfer is processed by the Registrar & Share Transfer Agent and approved by Share Transfer Committee, if the documents are complete in all respects, within 21 days from the date of lodgment.

DEMATERIALIZATION OF SHARES AND LIQUIDITY:

As on 31st March, 2020, 2,02,33,700 equity shares, constituting 95.98%% of the paid-up equity capital of the Company, stood dematerialized whereby shareholders have an option to dematerialize their shares with either of the Depositories. Status of Dematerialization of Equity Shares as on March 31, 2020 is as under:

Particulars No. of shares % of total paid-up Capital
National Securities Depository Limited 49,31,000 23.39%
Central Depository Services (India) Limited 1,53,02,700 72.59%
Total Dematerialized 2,02,33,700 95.98%
Physical 8,46,300 4.02%
Total 2,10,80,000 100.00%

EXTRACT OF ANNUAL REPORT:

Pursuant to sub section 3(a) of Section134 and sub section (3) of Section 92of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 an extract of Annual Return as on March 31, 2020 is annexed herewith in "Annexure-I"to this report.

PARTICULARS OF CONTRACT OR AGREEMENTS WITH RELATED PARTY:

The policy on materiality of related party transactions and also on dealing with related party transactions as approved by the Board may be accessed on the Company website.

During the year under review, the transactions entered into by the Company with related parties as defined under the Act and the Listing Regulations, were in the ordinary course of Business and on arms length basis.

Particulars of contracts or arrangements with related parties as required under Section 134(3)(h) of the Act, in the prescribed Form AOC-2 is given in ANNEXURE-II of this Report.

Disclosure of transactions with related parties as required under the applicable Accounting Standards have been made in the notes forming part of the financial statements.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis as required under Regulation 34 read with Schedule V of the Listing Regulations forms part of this Annual Report as ANNEXURE-III.

CORPORATE GOVERNANCE:

The Company being listed on the Small and Medium Enterprise Platform (BSE SME PLATFORM) is exempted from provisions of corporate governance as per Regulation 15 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015. Hence no corporate governance report is disclosed in this Annual Report. It is Pertinent to mention that the Company follows Majority of the provisions of the corporate governance voluntarily.

CORPORATE SOCIAL RESPONSIBILITY:

In view of the Regulation 15(1) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements), Regulations 2015, the provisions related to Corporate Governance as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable to the Company and hence the same is not given in the Report. However the Company continues to adheres the best practices prevailing in Corporate Governance and follows the same in its true spirit.

BOARD OF DIRECTORS:

The Company is managed by well-qualified professionals. All directors are suitably qualified, experienced and competent. The members of the Board of Directors are persons with considerable experience and expertise in Audit, Accounts, Finance, Administration and Marketing. The Company is benefitted by the experience and skills of the Board of Directors. The Independent Directors have made disclosures to the Board confirming that there are no material, financial and/or commercial transactions between them and the company which could have potential conflict of interest with the company at large.

a. Appointment and Resignation of Directors:

During the period under review no new Directors were appointed on the Board of the Company.

Further during the period under review no Director Resigned from the Board of the Company.

The Present Structure of the Board of Directors is as follows:

CATEGORY/ DESIGNATION NAME OF THE DIRECTOR
I) PROMOTER AND EXECUTIVE DIRECTOR
1 Executive Director Pooja H Mehta
II)EXECUTIVE DIRECTOR
2 Executive Director Kishore Vithaldas Shah
III) NON-EXECUTIVE NON-INDEPENDENT DIRECTOR
3 Non-Executive - Non-Independent Director Hiten Ramniklal Mehta
IV) NON-EXECUTIVE INDEPENDENT DIRECTOR
4 Non-Executive - Independent Director Ankur M Mehta
5 Non-Executive - Independent Director Deven N Sanghvi

b. Retirement by Rotation

Ms. Pooja H Mehta (DIN: 03498526), Executive Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and, being eligible, offers herself for re-appointment. Your Directors recommends her for re-appointment.

Mr. Kishore Vithaldas Shah (DIN: 01975061), Executive Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment. Your Directors recommends him for re-appointment.

DETAILS OF SHAREHOLDING OF THE BOARD OF DIRECTORS:

NAME OF THE DIRECTOR DESIGNATION NUMBER OF EQUITY SHARES HELD
Ms. Pooja H Mehta Executive Director 1,08,24,700 Shares

RESPONISIBILITIES AND FUCNTIONS OF THE BOARD OF DIRECTORS:

The Board of Directors of the listed entity shall have the following responsibilities:

(i) Disclosure of information:

a. Members of Board of Directors and key managerial personnel shall disclose to the Board of directors whether they, directly, indirectly, or on behalf of third parties, have a material interest in any transaction or matter directly affecting the listed entity.

b. The Board of Directors and senior management shall conduct themselves so as to meet the expectations of operational transparency to stakeholders while at the same time maintaining confidentiality of information in order to foster a culture of good decision-making.

(ii)Key functions of the Board of Directors

a. Reviewing and guiding corporate strategy, major plans of action, risk policy, annual budgets and business plans, setting performance objectives, monitoring implementation and corporate performance, and overseeing major capital expenditures, acquisitions and divestments.

b. Monitoring the effectiveness of the listed entitys governance practices and making changes as needed.

c. Selecting, compensating, monitoring and, when necessary, replacing key managerial Personnel and overseeing succession planning.

d. Aligning key managerial personnel and remuneration of board of directors with the longer-term interests of the listed entity and its shareholders.

e. Ensuring a transparent nomination process to the board of directors with the diversity of thought, experience, knowledge, perspective and gender in the board of Directors.

f. Monitoring and managing potential conflicts of interest of management, members of the Board of Directors and shareholders, including misuse of corporate assets and abuse in related party transactions.

g. Ensuring the integrity of the listed entitys accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards.

h. Overseeing the process of disclosure and communications.

i. Monitoring and reviewing Board of Directors evaluation framework.

(iii) Other responsibilities:

a. The Board of Directors shall provide strategic guidance to the listed entity, ensure effective monitoring of the management and shall be accountable to the listed entity and the shareholders.

b. The Board of Directors shall set a corporate culture and the values by which executives throughout a group shall behave.

c. Members of the Board of Directors shall act on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the listed entity and the shareholders.

d. The Board of Directors shall encourage continuing directors training to ensure that the members of Board of Directors are kept up to date.

e. Where decisions of the Board of Directors may affect different shareholder groups differently, the Board of Directors shall treat all shareholders fairly.

f. The Board of Directors shall maintain high ethical standards and shall take into account the interests of stakeholders.

g. The Board of Directors shall exercise objective independent judgment on corporate affairs.

h. The Board of Directors shall consider assigning a sufficient number of non- executive members of the Board of Directors capable of exercising independent judgment to tasks where there is a potential for conflict of interest.

i. When committees of the Board of Directors are established, their mandate, composition and working procedures shall be well defined and disclosed by the Board of Directors.

j. Members of the Board of Directors shall be able to commit themselves effectively to their responsibilities.

k. In order to fulfill their responsibilities, members of the Board of Directors shall have access to accurate, relevant and timely information.

l. The Board of Directors and senior management shall facilitate the independent Directors to perform their role effectively as a member of the Board of Directors and also a member of a committee of Board of Directors.

POLICY OF DIRECTORS APPOINTMENT AND REMUNERATION:

The Board on the recommendation of the Nomination and Remuneration Committee has framed a Remuneration policy, providing criteria for determining qualifications, positive attributes, independence of a Director and a policy on remuneration for Directors, key managerial personnel and other employees.

The Nomination & Remuneration Committee identifies and ascertains the integrity, qualification, expertise and experience of the person for appointment as Director and ensures that the candidate identified possesses adequate qualification, expertise and experience for the appointment as a Director.

The Nomination & Remuneration Committee ensures that the candidate proposed for appointment as Director is compliant with the provisions of the Companies Act, 2013.

The candidates appointment as recommended by the Nomination and Remuneration Committee requires the approval of the Board.

In case of appointment of Independent Directors, the Nomination and Remuneration Committee satisfies itself with regard to the independent nature of the Directors vis- -vis the Company so as to enable the Board to discharge its function and duties effectively.

The Nomination and Remuneration Committee ensures that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.

DISCLOSURES BY DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. All Independent Directors have also given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act.

INDEPENDENT DIRECTOR:

A separate meeting of the independent directors ("Annual ID Meeting") was convened, which reviewed the performance of the Board (as a whole), the Non-Independent Directors and the Chairman. Post the Annual ID Meeting, the collective feedback of each of the Independent Directors was discussed by the Chairperson with the Board covering performance of the Board as a whole, performance of the Non-Independent Directors and performance of the Board Chairman.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there is no change in their status of Independence. As required under Section 149(7) of the Companies Act, 2013.

MEETINGS OF BOARD 0F DIRECTORS:

During FY 2019-20, Seven meetings of the Board of Directors were held on the following dates:

23rd May, 2019 29th May, 2019 30th May,2019 5th September, 2019 30th September,2019 14th November, 2019 2nd January,2020

Name of Director Director Identification Number Category

Board Meetings

Held Attended
Pooja H Mehta 03498526 Executive Director 7 7
Kishore Vithaldas Shah 01975061 Executive Director 7 7
Hiten Ramniklal Mehta 01875252 Non-Executive Non- Independent Director 7 7
Ankur Mahesh Mehta 06838230 Non-Executive Independent Director 7 7
Deven Narendra Sanghvi 08457596 Non-Executive Independent Director 7 6

The intervening gap between the meetings was within the period prescribed under section 173 of the Companies Act, 2013, read with Companies (Meetings of Board and its Powers) Rules, 2014, relevant circulars, notifications, orders and amendments thereof.

ANNUAL EVALUATION OF BOARDS PERFORMANCE:

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, of individual Directors as well as the evaluation of the working of its all Committees.

a. Independent Directors:

The performance of each independent director was evaluated by the entire Board of Directors (in the absence of the director getting evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance, interest of stakeholders, etc. The Board was of the unanimous view that every Independent Director was a reputed professional and brought his rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all Independent Directors in guiding the management to achieving higher growth and continuance of each independent director on the Board will be in the interest of the Company.

b. Non-Independent Directors:

The performance of all the non-independent directors was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance, stakeholders etc. The Board was of the unanimous view that all the non-independent directors were providing good business and people leadership.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the requirement of Section 134 of the Companies Act, 2013, the Board of Directors of the Company confirms:

1.In the preparation of the annual accounts for the financial year ended 31st March, 2020 the applicable accounting standards have been followed along with proper explanation relating to material departures.

2.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 at the end of the financial year and of the profit and loss of the Company for the year ended 31st March, 2020.

3.That the Directors have taken sufficient and proper 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 material fraud and other irregularities.

4.That the Directors have prepared the Annual Accounts on a going concern basis.

5.There are no material changes & commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate & the date of the report.

6.There are proper systems which have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

7.That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

KEY MANAGERIAL PERSONS:

The Present Composition of Key Managerial Personnel is as below:

Sr No Name Designation Date of Appointment\Resignation
1. Kishore Vithaldas Shah Chief Financial Officer 30.03.2015 (Appointment)
2. Amrita Sogani Company Secretary and Compliance Officer 01.05.2019 (Resignation)
3. Aditi Agarwal Company Secretary and Compliance Officer 29.05.2019 (Appointment)
4. Aditi Agarwal Company Secretary and Compliance Officer 30.09.2019 (Resignation)
5. Nikhita Pais Company Secretary and Compliance Officer 02.01.2020 (Appointment)

* Ms. Nikhita Pais resigned from the post of Company Secretary and Compliance Officer w.e.f 31st July,2020. a. Audit Committee:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section.

Composition:

NAME OF THE DIRECTORS CATEGORY OF DIRECTORSHIP CATEGORY

NUMBER OF MEETINGS

Held Attended
Mr. Ankur M Mehta Non-Executive Independent Director Chairman 4 4
Mr. Deven Narendra Sanghvi Non-Executive Independent Director Member 4 4
Mrs. Pooja H Mehta Executive Director Member 4 4

Powers of Audit Committee:

The Audit Committee shall have powers, including the following:

a. To investigate any activity within its terms of reference;

b. To seek information from any employee;

c. To obtain outside legal or other professional advice; and

d. To secure attendance of outsiders with relevant expertise, if it considers necessary.

Role of Audit Committee:

The role of the Audit Committee shall include the following:

a. oversight of the listed entitys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

b. recommendation or appointment, remuneration and terms of appointment of auditors of the listed entity;

c. approval of payment to statutory auditors for any other services rendered by the statutory auditors;

d. reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to:

e. matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act,2013;

• changes, if any, in accounting policies and practices and reasons for the same;

• major accounting entries involving estimates based on the exercise of judgment by management;

• significant adjustments made in the financial statements arising out of audit findings; compliance with listing and other legal requirements relating to financial statements; disclosure of any related party transactions; modified opinion(s) in the draft audit report;

f. reviewing, with the management, the quarterly financial statements before submission to the board for approval;

g. reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

h. reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

i. approval or any subsequent modification of transactions of the listed entity with related parties;

j. scrutiny of inter-corporate loans and investments;

k. valuation of undertakings or assets of the listed entity, wherever it is necessary; l. evaluation of internal financial controls and risk management systems;

m. reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

n. reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

o. discussion with internal auditors of any significant findings and follow up thereon;

p. reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting them to the board;

q. discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post- audit discussion to ascertain any area of concern;

r. to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

s. to review the functioning of the whistle blower mechanism;

t. approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

u. carrying out any other function as is mentioned in the terms of reference of the audit committee.

Further, the Audit Committee shall mandatorily review the following information:

• management discussion and analysis of financial condition and results of operations;

• statement of significant related party transactions (as defined by the audit committee), submitted by management; management letters / letters of internal control weaknesses issued by the statutory auditors; internal audit reports relating to internal control weaknesses; and

the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

statement of deviations: (a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1); (b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32 (7).

b. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The Composition of the Committee is in conformity with the provisions of the said Section.

Composition:

NAME OF THE DIRECTORS CATEGORY OF DIRECTORSHIP CATEGORY

NUMBER OF MEETINGS

Held Attended
Chairman 1 1
Mr. Ankur M Mehta Non-Executive Independent Director
Mr. Deven Narendra Sanghvi Non-Executive Independent Director Member 1 1
Mr. Hiten R Mehta Non-Executive & Non- Independent Director Member 1 1

Terms of reference:

The broad terms of reference of the Nomination and Remuneration Committee are as under:

Formulation of the criteria for determining the qualifications, positive attributes and independence of Director;

Devising a policy on Board diversity;

Formulation of Remuneration policy;

Review the structure, size and composition of the Board;

Identifying and selection of candidates for appointment as Directors;

Identifying potential individuals for appointment as Key Managerial Personnel and Senior Management;

Formulation of criteria for evaluation of Independent Directors and the Board. c. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee of Directors was constituted pursuant to the provisions of Section 178(5) of the Companies Act, 2013. The composition of the Committee is in conformity with the provisions of the said section.

Composition:

NAME OF THE DIRECTORS CATEGORY OF DIRECTORSHIP CATEGORY

NUMBER OF MEETINGS

Held Attended
Mr. Hiten R Mehta Non-Executive & Non-Independent Director Chairman 1 1
Mrs. Pooja H Mehta Executive Director Member 1 1
Mr. Ankur M Mehta Non-Executive - Independent Director Member 1 1

The Company Secretary of the Company shall act as the Secretary of the Stakeholders Relationship Committee. Set forth below are the terms of reference of our Stakeholders Relationship Committee.

To look into the redressal of grievances of shareholders, debenture holders and other security holders;

To investigate complaints relating to allotment of shares, approval of transfer or transmission of shares;

To consider and resolve the grievances of the security holders of the company including complaints related to transfer of shares, non-receipt of annual report, non-receipt of declared dividends; and

To carry out any other function as prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as and when amended from time to time."

Details of Investors grievances/ Complaints:

The Company has not received any complaints during the year. The pending complaints of the Shareholders/Investors registered with SEBI at the end of the current financial year ended on 31st March, 2020 are NIL.

Compliance Officer:

The Details of Company Secretary and Compliance Officer appointed and resigned during the year are follows: .

Sr No Name Designation Date of Appointment\Resignation
1. Amrita Sogani Company Secretary and Compliance officer 01.05.2019 (Resignation )
2. Aditi Agarwal Company Secretary and Compliance Officer 29.05.2019 (Appointment)
3. Aditi Agarwal Company Secretary and Compliance Officer 30.09.2019 (Resignation)
4. Nikhita Pais Company Secretary and Compliance Officer 02.01.2020 (Appointment)

AUDITORS:

Statutory Auditors:

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, M/s. ABN & Co. Chartered Accountants, Mumbai, who holds the office for a term of Five Years, from the conclusion of the Annual General Meeting held on 28th September,2017 till the conclusion of Annual General Meeting of the Company to be held in the year 2022. The Company has received a certificate from the said Statutory Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company have appointed, M/s Jaymin Modi & Co., Practicing Company Secretaries, Mumbai to conduct the Secretarial Audit for the financial year 2020-2021. The Secretarial Audit Report for the year 2020-21 issued by him in the prescribed form MR-3 is attached as Annexure-IV to this Report. The said Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer made by the Secretarial Auditor.

Internal Auditor:

Pursuant to the Provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013 the consent of the Board of Directors be and is hereby accorded for the appointment of M/s HP Bhalekar & Associates (FRN No 101134W), as the Internal Auditor of the Company for the Financial Year 2020-21 at such remuneration as may be mutually agreed upon between the Board of Directors of the Company and Internal Auditor.

AUDITORS REPORT:

The observations and comments furnished by the Auditors in their report read together with the notes to Accounts are self- explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System including Internal Financial Controls, commensurate with the size, scale and complexity of its operations as approved by the Audit Committee and the Board. The Internal Financial Controls are adequate and working effectively. The scope and authority of the Internal Audit is laid down by the Audit Committee and accordingly the Internal Audit Plan is laid out to maintain its objectivity and independence, the Internal Auditors reports to the Chairman of the Audit Committee of the Board.

The Internal Auditors monitors and evaluates the efficiency and adequacy of internal control system in the Company. Based on the report of internal audit, process owners/concerned departments undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT:

Pursuant to the provisions of Section 177(4) & Section 134(3)(n) of the Companies Act, 2013, the Board has developed Internal Finance Control Policy to identify and mitigate risks. The provisions of Regulation 21 of SEBI Listing Regulations 2015 pertaining to Risk Management Committee are not applicable to the company.

CODE OF CONDUCT:

Regulations 17(5) of the SEBI (LODR) Regulations, 2015, requires listed Companies to lay down a Code of Conduct for its Directors and Senior Management, incorporating duties of Directors as laid down in the Companies Act, 2013. The Board has adopted a Code of Conduct for all Directors and Senior Management of the Company.

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

The Additional information required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 and forming part of the Report is reproduced herewith:

(a) Conservation of energy and technology absorption:

A. CONSERVATION OF ENERGY Not Applicable
i. Steps taken or impact on conservation of energy. NIL
ii. Steps taken by the company for utilizing alternate sources of energy. NIL
iii. Capital investment on energy conservation equipment. NIL
B. TECHNOLOGY ABSORPTION Not Applicable
i. Efforts made towards technology absorption. NIL
ii. Benefits derived like product improvement, cost reduction, product development or import substitution. NIL
iii. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year)- NIL
a) Details of technology imported.
b) Year of import.
c) Whether the technology has been fully absorbed.
d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
e) Expenditure incurred on research & development.

(b) Foreign Exchange earnings and outgo:

Total foreign exchange inflow: Nil

Total foreign exchange outflow: Nil

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established/formed a vigil mechanism to deal with genuine concerns of the employees and Directors. All employees and Directors are made aware of the mechanism. The Company has established a system to ensure effective functioning of the mechanism.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the Requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and an Internal Complaints Committee has been set up to redress complaints received regarding Sexual Harassment at workplace, with a mechanism of lodging & redress the complaints. All employees (permanent, contractual, temporary, trainees etc.) are covered under this policy. Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules thereunder, the Company has not received any complaint of sexual harassment during the year under review.

Number of cases pending as on the beginning of the financial year Nil
Number of complaints filed during the financial year Nil
Number of cases pending for more than 90 days Nil
Number of cases pending at the end of end of the financial year Nil
Nature of action taken by the employer or District Officer NA

COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has complied with the Secretarial Standards issued by Institute of Company Secretaries of India on Meeting of Board of Directors and General Meetings.

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

There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which this financial statement relate and the date of this report.

COMPLIANCES REGARDING INSIDER TRADING:

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prohibition of insider trading, as approved and adopted by the Directors and designated Employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information during the period of Trading Window Closure. The Board is responsible for implementation of the Code. All Board of Directors and designated employees have confirmed compliance with the Code.

ACKNOWLEDGEMENT:

The Directors take this opportunity to thank the Financial Institutions, Banks, Business Associates, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company and look forward to their continued support in future.

The Company thanks all of the employees for their contribution to the Companys performance. The Company applauds all the employees for their superior levels of competence, dedication and commitment to your Company.

Registered Office:

101, Haridarshan Building, Bhogilal Fadia Road,

Near SVP Primary School, Kandivali (West), Mumbai, Maharashtra, 400067

By order of the Board

For Alacrity Securities Limited

Sd/- Sd/-
Kishor Vithaldas Shah Pooja H Mehta
Director Director
DIN- 01975061 DIN-03498526
Place: Mumbai
Date: 07.10.2020