To,
The Members,
Beryl Securities Limited Indore
Your Directors have pleasure in presenting their Twenty Ninth Annual Report of
the Company along with the Audited Accounts for the financial year ended on 31 st March
2023.
1. FINANCIAL RESULTS AND OPERATION:
The financial performance of the Company during the financial year has been summarized
as follows:
(Rs. in Lakhs)
Particulars |
Year ended 31st March, 2023 |
Year ended 31st March, 2022 |
| Income from interest |
77.25 |
79.66 |
| Other income |
1.50 |
0 |
| Total Expenditure excluding depreciation |
58.31 |
36.54 |
| Depreciation |
0 .63 |
0.92 |
| Profit/ (loss) before tax |
19.81 |
42.40 |
| Adjustment of Provision for Tax |
(0.68) |
(0.42) |
| Profit/ (loss) after tax |
13.16 |
34.52 |
| Other Comprehensive Income |
0 |
0 |
Total Comprehensive Income |
13.16 |
34.52 |
2. PERFORMANCE OF THE COMPANY:
During the year under review the company earn profit of Rs. 13.16 lac in comparison to
last year profit of Rs. 34.52 lacs. Your directors are putting their best effort to turn
the company into more profit-making company. The directors are putting their best efforts
to increase the income with reducing the cost incurred. Your management is very hopeful to
achieve better results in forthcoming period and expects to achieve better financial
results as per the perception of the Shareholders of the Company.
3. DIVIDEND:
Your directors propose to preserve the profits for the growth of the company and do not
recommend any dividend for the year 2022-23 (Previous year: Nil)
4. PUBLIC DEPOSITS:
The Company has neither invited nor accepted any deposit from the public during the
year except as allowed by RBI being NBFC.
5. RBI REGISTRATION:
The registration granted by Reserve Bank of India as Non-Banking Financial Company is
also continuing during the year under review. Further, pursuant to Non-Banking Financial
Companies Auditors Report (Reserve Bank of India) Directions,1998, a report from the
statutory auditor of the Company has been received by the Board of Directors of the
Company. This report shows that the Company has complied with all the directions and
prudential norms as prescribed under Reserve Bank of India Act, 1934.
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of the provisions of Regulation 34 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Managements discussion and analysis forms an integral part of this report and gives
detail of the overview, industry structure and developments.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL :
The Board made the following appointments/ re-appointments based on the recommendations
of the nomination and remuneration committee:
APPOINTMENTS & RE- APPOINTMENTS:
As per the provisions of the Companies Act, 2013, Mr. Sanjay Sethi (DIN: 00090277)
retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-
appointment. The Board recommends his re- appointment.
Pursuant to Section 149, 152 and other applicable provisions, if any, of the Companies
Act, 2013 ("Act") read with Schedule IV to the Act, the Companies (Appointment
and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or
re-enactment thereof for the time being in force) and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Listing Regulations), Mrs. Kratika Tiwari
(DIN: 08456164), Independent Director, whose period of office expires on 30th May, 2024,
who has submitted a declaration that she meets the criteria of independence under Section
149(6) of the Companies Act, 2013 and who is eligible for re-appointment for the next term
of five consecutive years under the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015
Pursuant to Section 149, 152 and other applicable provisions, if any, of the Companies
Act, 2013 ("Act") read with Schedule IV to the Act, the Companies (Appointment
and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or
re-enactment thereof for the time being in force) and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Listing Regulations), Mrs. Neha Sarda (DIN:
08456141),independent Director, whose period of office expires on 30th May, 2024, who has
submitted a declaration that she meets the criteria of independence under Section 149(6)
of the Companies Act, 2013 and who is eligible for re-appointment for the next term of
five consecutive years under the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015
DECLARATION FOR INDEPENDENCY OF INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director under
Section 149(6) of the Companies Act, 2013 that they meet the criteria of Independence as
per the SEBI (LODR) Regulation, 2015. In the Opinion of the Board, all the Independent
Directors fulfills the criteria of the independency as required under the Companies Act,
2013 and the SEBI (LODR) Regulations, 2015.Particulars of the directors seeking
appointment/re-appointment are provided in the notes forming part of the notice for the
ensuing Annual General Meeting, as required under Regulation 36(3) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
8. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provision of Section 134(5) of the Companies Act, 2013 as amended with
respect to Directors responsibility statement and subject to where so ever otherwise
contained in the Audit Report, Your Directors hereby confirm.
1. That in the preparation of the annual accounts for the financial period ended on
31st March, 2023 the applicable accounting standards subject to notes to the accounts in
Auditors Report had been followed, along with proper explanation relating to material
departures;
2. That the Director 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 period ended and profit of the Company for the period under review;
3. That the Directors have 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;
4. That the Directors have prepared the annual accounts on a going concern basis.
5. They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
6. They have laid down internal financial controls, which are adequate and are
operating effectively.
7. The Companys Internal Auditors have conducted periodic audits to provide reasonable
assurance that the companys approved policies and procedures have been followed.
9. AUDITORS:
Statutory Auditors:
The Company had appointed M/S Subhash Chand Jain Anurag & Associates having
registration No. 004733C allotted by the Institute of Chartered Accountants of India
pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of
the Companies Act, 2013, along with the relevant Rules made thereunder, and based on the
recommendations of the audit committee and board of directors of the company to hold
office for a term of five years from the conclusion of the 28th AGM until the conclusion
of the 33rd AGM, at such remuneration and out of pocket expenses, as may be decided by the
board of directors of the company.
There have been no instances of fraud reported by the Statutory Auditors under Section
143(12) of the Act and Rules framed there under, either to the Company or to the Central
Government.
The notes on accounts referred to and the Auditors Report are self-explanatory and
therefore do not call for any explanatory note.
Internal Auditors
Pursuant to Section 138 of the Companies Act, 2013 and Rule 13 of The Companies
(Accounts) Rules, 2014, the Board, has appointed Abhay Bhandari & Associates,
Chartered Accountants, Indore, having Institute of Chartered Accountants of India (ICAI)
Firm Registration Number: 003443C, as Internal Auditors of the Company. During the year
the company continued to implement their suggestions and recommendations to improve the
internal control environment. Their scope of work includes review of processes for
safeguarding the assets of the company, review of operational efficiency, effectiveness of
systems and processes and assessing the internal control strengths in all areas. Internal
Auditors findings are discussed with the management and suitable corrective actions have
been taken as per the directions of Audit Committee on an ongoing basis to improve
efficiency in operations.
Secretarial Auditor:
Mrs. Dipika Kataria, Practicing Company Secretary, was appointed to conduct the
Secretarial audit of the Company for the fiscal 2023, as required under Section 204 of the
Companies Act, 2013 and rules there under. The Secretarial Report for the fiscal 2023
forms part of this Annual report as Annexure-2 to the Boards Report. The
Secretarial Audit Report does not contain any qualification, reservation and adverse
remark. The Board has appointed Mrs. Dipika Kataria, Practicing Company Secretary as
Secretarial Auditor of the Company for fiscal 2024.
Secretarial Auditors Certificate on Corporate Governance:
As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Auditor certificate on Corporate Governance is enclosed as Annexure to the
Boards Report as. The Auditors Certificate for fiscal 2023 does not contain any
qualification, reservation or any adverse remark.
10. PARTICULARS OF EMPLOYEES:
There are no employees as on date on the rolls of the Company who are in receipt of
remuneration which requires disclosures under Section 197(12) of the Companies Act, 2013
read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 i.e. Company does not have any employee receiving Remuneration
exceeding the limit specified therein or part thereof.
During the year under review, relationship with the employees is cordial.
11. DISCLOSURE OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:
Since, Company is not a manufacturing Company; therefore, the particulars with
respect to conservation of energy & technology absorption as required under Companies
(disclosure of particulars in the report of the Director) Rules, 1988 are not required.
There was no foreign exchange earning & outgo during the year.
12. CORPORATE GOVERNANCE:
As per the provisions of Regulation 15(2)(a) of the SEBI (Listing Obligation &
Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance
provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26,
27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of
Schedule V shall not apply to the Company. Though the Company is voluntarily complying
with all the provisions and provided the report on the Corporate Governance. Further the
certificate by the auditor is also attached Annexure 4.
13. LISTING AT STOCK EXCHANGES:
The Equity Shares of the Company are listed with the Bombay Stock Exchange Ltd and
Jaipur Stock Exchange Limited.
14. COMMITTEES OF THE BOARD:
Currently, the Board has Three Committees: The Audit Committee, the Nomination and
Remuneration Committee and the Stakeholders Relationship Committee. A detailed note on the
composition of the Board and its committees is provided in the Corporate Governance Report
section of this Annual Report.
15. TRANSACTIONS WITH RELATED PARTIES
None of the transactions with related parties falls under the scope of Section 188(1)
of the Act. Information on transactions with related parties pursuant to Section 134(3)(h)
of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in
Annexure I in Form AOC-2 and the same forms part of this report.
16. ANNUAL RETURN:
The Annual Return of the Company as on 31st March 2023 in Form MGT - 7 in accordance
with Section 92(3) of the Act read with the Companies (Management and Administration)
Rules, 2014, is available on the website of the Company http://www.berylsecurities.com
17. CORPORATE SOCIAL RESPONSIBILITY
The policy of the Corporate Social Responsibility is not applicable to the Company.
18. VIGIL MECHANISM
A "Vigil Mechanism Policy" for directors and employees of the Company is
constituted, to provide a mechanism which ensures adequate safeguards to employees and
Directors from any victimization on rising concerns of any violation of legal or
regulatory requirements, incorrect or misrepresentation of any, financial statements and
reports, etc.
The details pertaining to establishment of vigil mechanism for employees and directors
are included in the Corporate Governance Report which forms part of this report.
19. NUMBER OF BOARD MEETINGS:
6 Board Meetings were held during the financial year from 1st April, 2022 to 31st
March, 2023. The maximum interval between any two meetings did not exceed 120 days, as
prescribed in the Companies Act, 2013
20. FINANCIAL YEAR:
Pursuant to Section 2(41) of the Companies Act, 2013, the Company adopted April- March
as its Financial Year. The Financial Year of the Company shall be for a period of 12
months i.e. 1st April to 31st March.
21. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:
Company had given public Notice dated 11/05/2023 for appointment of three new
Additional directors whose name are
(i) Anshul Gupta (DIN: 09356735)
(ii) Sanyam Jain (DIN: 08604083)
(iii) Vineet Bajpai (DIN: 08098068) in the Company for broad base management and
expansion of business operation of the Company which was approved by RBI dated 14/11/2022
but appointment as an additional director is still pending.
Further company has been also applied before RBI under Article 61 and 63 of Master
Direction DNBR.PD.007/03.10.119/2016-17 for approval of takeover, acquisition of control
and change in the shareholding of Beryl Securities Limited by way of transfer of
shareholding of 26 per cent or more of the paid-up equity capital through open offer under
monitoring and guidance of Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011 but said approval for the same is still under
process before RBI Bhopal.
22. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI
(Listing Obligations and Disclosures Requirements) Regulation, 2015.
23. MEETING OF INDEPENDENT DIRECTORS:
During the year under review, a separate meeting of Independent Directors was held on
22nd March, 2023 to discuss:
Evaluation of the performance of Non- Independent Directors and Board of Directors as a
whole.
Evaluation of the performance of the Chairman of the Company, taking into account the
views of the Executive Directors.
Evaluation of the quality, content and timelines of flow of information between the
management and the Board that is necessary for the Board to effectively and necessarily
perform its duties.
All the Independent Directors were present at the said Meeting.
24. DEMATERIALISATION OF SHARES
The shares of your Company are being traded in electronic form and the Company has
established connectivity with both the depositories i.e. National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the
numerous advantages offered by the Depository system, Members are requested to avail the
facility of dematerialization of shares with either of the Depositories as aforesaid. As
on March 31, 2023, 71.07% of the share capital stands dematerialized.
25. INTERNAL CONTROL SYSTEM:
The Board has adopted policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the Companys policies, the safeguarding
of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable
disclosures.
26. COMPOSITION OF AUDIT COMMITTEE:
As per the requirement of Regulation 18 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013. The
present strength of the Audit Committee comprises of Mr. Sanjay Sethi, Mrs. Kratika Tiwari
and Mrs. Neha Sarda. Mrs. Neha Sarda is the Chairperson of the Audit Committee of the
Company. The recommendations of audit committee were duly accepted by the Board of
Directors.
27. BOARD EVALUATION:
Pursuant to the provisions of section 134 (3)(p) of the Companies Act, 2013 and
applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board adopted a formal mechanism for evaluating its performance and
as well as that of its Committees and Individual Directors, including the Chairman of the
Board. The exercise was carried out through a structured evaluation process covering
various aspects of the Boards functioning such as composition of the Board &
committees, experience & competencies, performance of specific duties &
obligations, governance issues etc.
The evaluation of the Independent Directors was carried out by the entire Board and
that of the Chairman and the Non-Independent Directors were carried out by the Independent
Directors. The Directors were satisfied with the evaluation results, which reflected the
overall engagement and effectiveness of the Board and its Committees with the Company.
28. WEB LINK OF THE COMPANY:
The Web link of the Company is Website. www.berylsecurities.com
30. REVISION IN FINANCIAL STATEMENTS OR BOARDS REPORT U/S 131(1) OF THE COMPANIES ACT,
2013
In terms of Section 131 of the Companies Act, 2013, the Financial Statements and
Boards Report are in compliance with the provisions of Section 129 or Section 134 of the
Companies Act, 2013 and that no revision has been made during any of the three preceding
financial years.
31. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:
A certificate of Non-Disqualification of Directors is also required to be submitted and
in this regard a certificate from Dipika Kataria. Practicing Company Secretary that none
of the directors on the board of the company have been debarred or disqualified from being
appointed or continuing as director by SEBI/MCA or any such authority is attached and
forms part of this report as Annexure 3.
32. WTD/CFO CERTIFICATION:
The Whole Time Director (WTD) have issued certificate pursuant to the provisions of
Regulation 17(8) of the SEBI (LODR) Regulations, 2015 certifying that the financial
statements do not contain any materially untrue statement and these statements represent a
true and fair view of the Companys affairs. The said certificate is annexed and forms
part of the Annual Report as Annexure-5.
33. APPLICABILITY & PROCEEDING PENDING UNDER INSOLVENCY & BANKRUPTCY ACT, 2016
& THEIR STATUS
There are no proceedings initiated/pending against your Company under the Insolvency
and Bankruptcy Code, 2016 which materially impact the business of the Company.
34. DIFFERENCE IN VALUATION DONE AT ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING
LOAN FROM BANKS & FINANCIAL INSTITUTIONS
There was no One Time Settlement of loan taken from Banks or any financial
Institutions. Hence, the difference in valuation does not arise.
35. ACKNOWLEDGEMENT:
Your Company is grateful for the continued Company-operation and assistance extended to
it by the Government and Semi-Government Authorities, Banks and other Statutory Bodies.
Your director also expresses their warm appreciation for the dedicated and sincere
services rendered by the employees of the Company.
|
For and on Behalf of the Board |
Registered Office: |
Beryl Securities Limited |
133, Kachan Bagh, |
sd/- |
Indore-452001 |
Sudhir Sethi |
|
Managing Director |
Dated : 25 th August, 2023 |
(DIN: 00090172) |
+91-9892691696
