To the Members,
Your Board of Directors ("Board") is pleased to present the
37th Annual Report of Quest Capital Markets Limited (formerly known as BNK Capital Markets
Limited) together with Audited Financial Statements and the Auditors Report for the
financial year ending 31st March 2023.
FINANCIAL HIGHLIGHTS
The financial performance of the Company is as follows:
(Rs in lakhs)
Particulars |
Financial Year |
Financial Year |
|
2022-23 |
2021-22 |
Sales/Operating Revenue |
3,210.35 |
3,872.23 |
| Other Income |
3.46 |
41.49 |
| Total Income |
3,213.81 |
3,913.72 |
Profit/(Loss) before Taxation and
Exceptional Item |
2,376.72 |
2,894.77 |
| Tax Expenses |
490.44 |
695.04 |
Net Profit/ (Loss) for the period |
1,886.28 |
2,199.73 |
| Other Comprehensive income |
(15,951.04) |
31,452.07 |
| Total Comprehensive Income/ (Loss) for the
period |
(14,064.76) |
33,651.80 |
Earnings per equity share: |
|
|
Basic |
18.86 |
22.00 |
Diluted |
18.86 |
22.00 |
RESERVES
The Company during the year under review has transferred Rs. 377.29
Lakhs to the Statutory Reserve maintained under Section 45 IC of the RBI Act, 1934and Rs.
300 Lakhs to the General Reserve.
DIVIDEND
Your directors are pleased to declared a final dividend of Rs. 2.50 per
equity share (25% of face value) for the financial year 2022-23 and the dividend pay-out
amounted to Rs. 250 lakhs representing 13.25% of profit after tax for the year. The Board
has decided to plough back the remaining profit after tax for business activities during
the Financial Year.
PERFORMANCE REVIEW
The Company has prepared the financial statement in accordance with the
Act and Ind AS. The Companys revenue from operation decreased to Rs. 3210.35 Lakhs
from Rs. 3872.23 Lakhs and other income also decreased to Rs. 3.46 Lakhs from Rs. 41.49
Lakhs.
CHANGE IN THE NATURE OF BUSINESS
During the year under review, there has been no change in the nature of
business of the Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
No material changes and commitments affecting the financial position of
your Company occurred between the end of the financial year to which Financial Statements
relate and the date of this report.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)
Pursuant to the provisions of Section 124(5) of the Companies Act,
2013, dividend which remains unpaid or unclaimed for a period of seven years from the date
of its transfer to unpaid dividend is required to be transferred by the Company to
Investor Education and Protection Fund (IEPF), established by the Central Government under
the provisions of Section 125 of the Companies Act, 2013. The unpaid dividend amount for
Financial Year 2015-16 and the corresponding unclaimed shares shall be transferred to
Investor Education and Protection Fund (IEPF) before the cut-off date.
SHARE CAPITAL
During the Financial year, there has been no change in the issued,
subscribed and paid-up capital of the Company.
Further the Company has not issued any bonus shares or equity shares
with differential rights.The Company has also not carried out any buy back of its equity
shares during the year under review.
PUBLIC DEPOSITS
The Company has not accepted any Public Deposits during the year.
Hence, disclosure regarding details of deposits covered under Chapter V of the Companies
Act, 2013 ("Act") are not required.
INTERNAL FINANCIAL CONTROL
The Board of Directors (Board) has devised systems, policies and
procedures / frameworks, which are currently operational within the Company for ensuring
the orderly and efficient conduct of its business, which includes adherence to
Companys policies, safeguarding assets of the Company, prevention and detection of
frauds and errors, accuracy and completeness of the accounting records and timely
preparation of reliable financial information.The control system ensures that the
Companys assets are safeguarded and protected.
The Audit Committee reviews the internal audit report received from
internal Auditor on quarterly basis and take necessary corrective measures in respect of
audit findings and observations and institutionalise new procedures to strengthen
controls.
RISK MANAGEMENT
The Board of Directors of the Company has formed a Risk Management
Committee to frame, implement and monitor the risk management plan for the Company. The
Committee is responsible for monitoring and reviewing the risk management plan and
ensuring its effectiveness. The Board also takes steps to mitigate the risks identified by
the business on a continuing basis. Your Board has not identified any risk which will
threaten the existence of the Company. The Audit Committee has additional oversight in the
area of financial risks and controls.
PERFORMANCE OF SUBSIDIARY COMPANY / ASSOCIATES / JOINT VENTURES
The Company does not have any subsidiary/associate/Joint Venture
Company as on 31st March, 2023.
DIRECTORS& KEY MANAGERIAL PERSONNEL
During the year, there has been no change in the Board of Directors of
the Company.
Ms. Nitika Rathi, Company Secretary and Compliance officer of the
Company has resigned during the year with effect from 20th December, 2022.The Board
accepted the resignation and appreciated the services rendered during her tenure as
Company Secretary of the Company.
Ms. Bhawna Agarwal, a qualified company secretary having 8 years of
post-qualification experience in corporate, secretarial matters, has been appointed as the
Company Secretary and Compliance officer of the Company with effect from 19th May, 2023.
She will also acts as the Secretary to the various committees of the
Board and Investors redressal grievance officer. She has also been assigned responsibility
as designated Key Managerial Personnel for disclosure of material events to the Stock
Exchange in accordance with policy on disclosure of materiality events.
PERFORMANCE EVALUATION OF BOARD
As per the provisions of the Companies Act, 2013 and SEBI (Listing
Obligation and Disclosure Requirements) Regulations 2015, the Board has carried out the
annual evaluation of its own performance, and of each of the Directors individually,
including the independent directors, as well as the working of its committees based on the
criteria and framework adopted by the Board on recommendation of Nomination &
Remuneration Committee Meeting.
MEETINGS
The Board of Directors met 5 (Five) times i.e.,22nd April 2022, 09th
June 2022, 10th August 2022, 10th November 2022 and 10th January 2023 during this
financial year. For details of meetings of the Board and other committee meetings, please
refer to the Corporate Governance Report, which is a part of this report.The intervening
gap between the Meetings was within the period prescribed under the Companies Act, 2013.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 our Directors to
the best of its knowledge and ability, confirm that:
i) in the preparation of the Annual Accounts, the applicable accounting
standards had been followed and there are no material departures;
ii) they 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 of the Company for that period;
iii) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013,
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
iv) they have prepared the Annual Accounts on a ‘Going
Concern basis;
v) they have laid down internal financial controls in the Company that
are adequate and were operating effectively; and they have devised proper systems to
ensure compliance with the provisions of all applicable laws and these are adequate and
are operating effectively.
AUDITORS
i) Statutory Auditors and their report on Financial Statement
M/s. Santosh Choudhary & Associates, Chartered Accountants,
(Registration No. 323720E), were re-appointed as Statutory Auditors of the Company at 36th
Annual General Meeting held on 8th July, 2022 for another term of 5 consecutive years.
There were no qualification, reservation or adverse remark made by the
Auditors in their Reports to the Financial Statement for the financial year ended 31st
March, 2023, hence no explanation of the same is required in this report.
ii) Secretarial Auditor
During the year, the Company has appointed MKB & Associates,
Practicing Company Secretaries holding a valid peer review certificate to conduct the
secretarial audit for the Financial Year 2022-23.
According to the provisions of Section 204 of the Companies Act, 2013
read with Section 179(3)(k) read with Rule 8(4) of the Companies (Meeting of Board and its
Powers) Rules, 2014, the Secretarial Audit Report submitted by MKB & Associates,
Practicing Company Secretary is enclosed as a part of this report in Annexure A.
iii) Cost records and Cost Audit
Maintenance of cost records and requirement of cost audit as prescribed
under the provisions of Section 148(1) of the Act are not applicable for the business
activities carried out by the Company.
iv) Auditors certificate on Corporate Governance
The Auditors certificate confirming compliance with the
conditions of corporate governance as stipulated under the SEBI Listing Regulations for
financial year 2022-23 is enclosed to the Boards report as Annexure B.
ANNUAL RETURN
In accordance with the provisions of Section 92(3) read with Section
134(3) (a) of the Act, Annual Return of the Company is hosted on website of the Company at
https://www.qcml.in.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company has committee towards its CSR responsibility in accordance
with its CSR Policy. The constitution and other details of the CSR Committee are given in
the Corporate Governance Report. The Annual Report on CSR activities as required under
Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached to this report
as Annexure C.
RELATED PARTY TRANSACTIONS
The Board of Directors of the Company has adopted a policy to regulate
transactions between the Company and its related parties in compliance with the applicable
provisions of Companies Act, 2013, and SEBI (LODR) Regulation, 2015. The disclosure of
related party transactions is made as per Ind-AS-24 in the Notes to Financial Statements.
All related party transaction that were entered into during the
financial year were on arms length basis and were in the ordinary course of the
business. There are no materially significant related party transactions made by the
Company with the Promoters, Key Managerial Personnel or other designated persons which may
have potential conflict with interest of the Company at large.
LOANS, GUARANTEES AND INVESTMENTS
Pursuant to Section 186(11) (a) of the Act read with Rule 11(2) of the
Companies (Meetings of Board and its Powers) Rules, 2014, the loan made, guarantee given
or security provided in the ordinary course of business by a Non- Banking Financial
Company (NBFC) registered with Reserve Bank of India are exempted. However, the details of
the loans given and Investments made by the Company are provided under Note 6 &7 of
the Financial Statements, respectively for the year ended March 31, 2023. There are no
guarantees issued, or securities provided by the Company.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course of day to day
business operations of the company. The Code has been placed on the Companys website
at https://www.qcml.in/policies.html. The Code lays down the standard procedure of
business conduct which is expected to be followed by the Directors and the designated
employees in their business dealings and in particular on matters relating to integrity in
the work place, in business practices and in dealing with stakeholders. All the Board
Members and the Senior Management personnel have confirmed compliance with the Code.
BOARD POLICIES
The Company has formulated various policies as required under the
Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligation and
Disclosure Requirements) Regulation, 2015 are uploaded on our Companys website as
mentioned below: -
NAME OF THE POLICY |
BRIEF DESCRIPTION |
LINK |
Whistle Blower/Vigil Mechanism
Policy |
The Company has adopted the
policy as required under Section 177(9) & (10) of the Companies Act, 2013 & as per
SEBI (LODR) Regulation, 2015 |
|
Nomination & Remuneration
Policy |
The Company has adopted the
policy as required under Section 178 (3) of the Companies Act, 2013 & SEBI (LODR)
Regulation, 2015 |
|
Related Party Transactions
Policy |
The Company has adopted the
policy as required under Section 188 of the Companies Act, 2013 & SEBI (LODR)
Regulation, 2015 |
|
Policy on disclosure of
materiality of events |
The Company has adopted the
policy as required under SEBI (LODR) Regulations, 2015. |
https://www.qcml.in/policies.html |
Familiarization Programme for
Independent Directors |
The Company has adopted the
policy pursuant to Part III of Schedule IV of the Companies Act, 2013 & SEBI (LODR)
Regulation, 2015 |
|
Policy on Corporate Social
Responsibility |
The Company has adopted the
policy as required under Section 135 of the Companies Act, 2013. |
|
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention ofInsider
Trading as amended from time to time with a view to regulate trading in securities 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 the designated employees while in possession of unpublished price
sensitive information in relation to the Company and during the period when the Trading
Window is closed. The Board is responsible for implementation of the Code. All Board
Directors and the designated employees have confirmed compliance with the Code.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have provided declarations that they meet the
criteria of independence as laid down u/s 149(6) of the Companies Act, 2013 &
Regulation 16(1) (b) of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015. They have also complied with the code for independent directors
prescribed in Schedule IV of the Companies Act, 2013. Further, the Independent Directors
have confirmed that they have included their names in the data bank of Independent
Directors maintained with the Indian Institute of Corporate Affairs in terms of Section
150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of
Directors) Rules, 2014.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Your directors re-affirm their commitment to the Corporate Governance
standards prescribed by Securities and Exchange Board of India codified as per the
applicable regulations read with Schedule V of Securities and Exchange Board of India
(Listing Obligation and Disclosure Requirements) Regulation, 2015 with Stock Exchanges.
Corporate Governance Report, Management Discussion and Analysis Report as well as
Corporate Governance compliance certificate by Auditor are set out in separate Annexure to
this report.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The Company being in the service sector, conservation of energy and
technology absorption as specified under section 134(3) (m) of the Companies Act, 2013
read with rule 8 of the Companies (Accounts) Rules, 2014 has no significance for the
Company.
There is no earning and outgo in foreign exchange during the period.
AUDIT COMMITTEE
The Audit Committee of the Board has been constituted in terms of
Listing Regulations and Section 177 of the Companies Act, 2013. The constitution and other
details of the Audit Committee are given in the Corporate Governance Report.
All recommendations of Audit Committee were accepted by your Board
during the financial year 2022-23.
STAEKHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee has been constituted in terms
of Listing Regulations and Section 178 of the Companies Act, 2013. The constitution and
other details of the Stakeholders Relationship Committee are given in the Corporate
Governance Report, which is a part of this report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION ND REDRESSAL) ACT, 2013
The Companys policy on prevention of sexual harassment of women
provides for the protection of women employees at the workplace and for prevention and
redressal of such complaints. There were no complaints pending for the redressal at the
beginning of the year and no complaints received during the financial year.
SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS OR COURTS TRIBUNAL
IMPACTING THE COMPANYS GOING CONCERN STATUS & OPERATIONS IN FUTURE
During the period under review, no significant and material orders
passed by the regulators or courts or tribunals impacting the going concern status and
Companys operations in the future.
PARTICULARS OF EMPLOYEES
There are no employees getting salary in excess of the limit as
specified under the provisions of Section 134 of Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 throughout or
part of the financial year under review.The Disclosure required under the provisions of
Section 197 of the Act read with Rule 5 (1) & Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as Annexure
D.
RBI GUIDELINES
Your Company has complied with all the applicable regulations
prescribed by the Reserve Bank of India from time to time. Additional disclosures required
in terms of para 13 of Non- Banking Financial Company- (Non- Deposit Accepting or holding
Companies Prudential Norms (Reserve Bank), Directions, 2007 is annexed to Standalone
Financial Statement.
COMPLIANCE OF THE PROVISIONS OF SECRETARIAL STANDARD
Your Company has complied with the Secretarial Standards issued by the
Institute of Company Secretaries of India.
LISTING OF EQUITY SHARES
The Equity Shares of the Company is listed with BSE Limited and The
Calcutta Stock Exchange Limited.
ACKNOWLEDGEMENT
Your directors take this opportunity to express their grateful
appreciation for the co-operation and guidance received from the Regulators, Central &
State Govts., Bankers as well as the Shareholders during the year. Your directors also
wish to place on record their appreciation dedicated service rendered by all the employees
of the Company.
|
For and on behalf of the Board
of Directors |
|
QUEST CAPITAL MARKETS LIMITED |
Place: Kolkata |
|
|
Dated:18.07.2023 |
|
|
|
Mr. Sunil Bhandari |
Mr. Harish Toshniwal |
|
DIN No.: 00052161 |
DIN: 00060722 |
+91-9892691696
