Alacrity Securities Ltd Directors Report.

To,

The Members,

Alacrity Securities Limited our Directors take pleasure in presenting the 25th Report on the business and operations of your Company together with the Audited Financial Statements for the year ended 31st March, 2019.

FINANCIAL RESULT

The financial performance of your Company for financial Year 2018-19 and 2017-18 is summarized as below:

Particular Year Ended On 31st March,2018 Year Ended On 31st March,2019
Total Revenue 76,31,53,570 64,40,56,200
Total Expenditure 75,78,37,663 68,43,09,286
Profit before Tax 53,15,908 -4,02,53,087
Current Tax 9,83,183 -3,01,229
Deffered Tax -16,17,153 -16,806
MAT Credit (Entitlement)/ availed -9,83,183 NIL
Profit/(Loss) After Tax 69,33,062 -399,35,052

FINANCIAL HIGHLIGHTS

Standalone Revenues: During the fiscal 2019, the gross operational loss of the Company stood at Rs. 4,02,53,087.

TRANSFER TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONS

The Composition of the Board and Key Managerial Persons of the Company as on 31st March, 2019 were as follows:

Sr No. Name of the Director Designation Date of Appointment Date of Cessation
1 Hiten Ramniklal Mehta Non-Executive - Non Independent Director 30/04/2012 NA
2 Kishore Vithaldas Shah Executive Director 06/07/2009 NA
3 Pooja Hemanshu Mehta Executive Director 16/08/2018 NA
4 Nipa Prashant Sheth Executive Director 15/02/2016 16/08/2018
4 Ankur Mahesh Mehta Non-Executive - Independent Director 12/03/2014 NA
5 Jaiprakash Jindal Non-Executive Independent Director 26/12/2011 23/05/2019
6 Deven Narendra Sanghvi Additional- Independent Director 23/05/2019 NA
7 Kishore Vithaldas Shah Chief Financial Officer (Key Managerial Person) 30/03/2015 NA
8 Aditi Agarwal Company Secretary (Key Managerial Person) 01/08/2017 NA

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.

RETIRE BY ROTATION

Mr. Kishore 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 reappointment.

Ms. Pooja Mehta, (DIN: 03498526), 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 reappointment.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The manner in which the evaluation has been carried out has been covered in the Corporate Governance Report.

MEETINGS

The details of the number of Board and Committee meetings of your Company held during the financial year, indicating the number of meetings attended by each Director is set out in the Corporate Governance Report. The Composition of various committees of the Board of Directors is provided in the Corporate Governance Report.

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.

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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is disclosed separately as part of the annual report.

SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards.

EXTRACT OF ANNUAL REPORT

As required pursuant to section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, (as amended) is furnished in the Form MGT-9 as Annexure A to this report.

RELATED PARTY TRANSACTIONS

All related party transactions entered during the period under review were on arms length basis and in the ordinary course of business. In terms of Section 134(3)(h) of the Companies Act, 2013. There are no materially significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large.

As per applicable provisions of the Companies Act, 2013, the details of contracts and arrangements with related parties in Form AOC 2 are annexed herewith as Annexure B.

The details of the transactions with Related Parties are provided in the accompanying financial statements as required under Accounting Standard 18.

STATUTORY AUDITOR

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 28/09/2017 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

In terms of Section 204 of the Companies Act, 2013, the Board of Directors of your Company has appointed M/s. Jaymin Modi & Co., Practicing Company Secretaries, Mumbai as a Secretarial Auditors to conduct an Audit of secretarial records and compliances in accordance with the provisions of Section 204 of the Companies Act, 2013 for the financial year ended on March 31, 2019. The Secretarial Audit Report given by M/s. Jaymin Modi & Co., Company Secretaries, Mumbai is enclosed as Annexure C to this report.

PUBLIC DEPOSITS

During the Financial Year 2018-19 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.

CORPORATE GOVERNANCE

The Company being listed on the Small and Medium Enterprise platform is exempted from provisions of corporate governance as per Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. It is pertinent to mention that the Company follows majority of the provisions of the corporate governance voluntarily and report on corporate governance is provided as Annexure D to this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year, the Company has not given any loan, guarantee or provided security in connection with the loan to any other body corporate or person or made any investments hence no particulars of the loans, guarantees or investments falling under the provisions of Section 186 of the Companies Act, 2013 are provided by the Board.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant & material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS

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:

NUMBER OF MEETINGS
NAME OF THE DIRECTORS CATEGORY OF DIRECTORSHIP REMARKS Held Attended
Mr. Ankur M Mehta Non-Executive Independent Director Chairman 4 4
Mr. Jai Prakash Jindal Non-Executive Independent Director Member 4 4
Mrs. Pooja H Mehta Executive Director Member 4 4

Terms of reference:

The broad terms of reference of the Audit Committee are as under:

i. Reviewing of the Companys financial reporting process and the disclosure of its financial information

ii. To ensure that the financial statement is correct, sufficient and credible.

iii. Recommending the appointment, remuneration and terms of appointment of external Auditor.

iv. Review and monitor the auditors independence and performance and effectiveness of audit process.

v. Approval or any subsequent modification of transactions of the company with related parties

vi. Scrutiny of inter-corporate loans and investments

vii. Valuation of undertakings or assets of the Company, wherever it is necessary.

viii. Monitoring the end use of funds raised through public offers and related matters.

ix. Reviewing with management the Annual financial statements and half yearly and Quarterly financial results before submission to the Board. x. Reviewing periodically the adequacy of the internal control system.

xi. Discussions with Internal Auditor on any significant findings and follow up there on.

NOMINATION AND REMMUNERATION 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 REMARKS NUMBER MEETINGS OF
Held Attended
1 1
Mr. Ankur M Mehta Non-Executive Independent Director Chairman
Mr. Jai Prakash Jindal 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:

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

ii. Devising a policy on Board diversity;

iii. Formulation of Remuneration policy;

iv. Review the structure, size and composition of the Board;

v. Identifying and selection of candidates for appointment as Directors;

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

vii. Formulation of criteria for evaluation of Independent Directors and the Board.

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 REMARKS

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

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 2019 are NIL.

Compliance Officer:

Ms. Aditi Agarwal is the compliance Officer of the Company for the above purpose.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed and there were no 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 affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c. they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they had prepared the annual accounts on a going concern basis;

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. they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the statutory and external consultants and the reviews of the management and the relevant Board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the year under review.

CORPORATE SOCIAL RESPONSIBILITY

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 shall not be applicable to the Company.

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

The particulars as required under the provisions of Section 134(m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

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 statements relate and the date of this report.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year.

Registered Office: By order of the Board
101, B Wing -Haridarshan Building,
Bhogilal Phadia Road Near S V P Primary School, Sd/-
Kandivali (West), Mumbai 400067 KISHORE VITHALDAS SHAH
Executive Director & CFO
Place: Mumbai
Date: 05.09.2019