To,
Dear Shareholders of
Chartered Capital and Investment Limited
Your Directors are pleased to present herewith the 37th Annual report along
with the Audited Annual Accounts of the Company for the year ended March 31, 2023.
FINANCIAL RESULTS
The Financial Results for the year ended March 31, 2023 are summarized as under:
( In Lacs)
Particulars |
For the year ended* |
|
31/03/2023 |
31/03/2022 |
| Total Income |
205.98 |
168.15 |
| Profit (Loss) before depreciation and taxes |
46.51 |
5.93 |
| Less: Depreciation |
0.73 |
0.95 |
| Less: Tax Expenses |
13.11 |
7.14 |
| Profit (Loss) After Tax |
32.67 |
(2.16) |
OPERATIONS
During the year under review, the total income of the Company increased from Rs.168.15
lacs during the previous year to Rs. 205.98 lacs during the current year. The profit after
tax also increased from a loss of Rs.2.16 lacs during the previous year to a profit of
Rs.32.67 lacs during the current year mainly due to increase in the Other operating income
(mainly Dividend income) and Other Income (mainly Interest income from financial assets
carried at amortised cost). The Board of Directors expect this situation to improve
further in the coming years.
CHANGES IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company during the year under
review. The company is mainly engaged in the providing merchant banking services to its
clients. In addition, income also arises from the sale of investment made by the company.
SHARE CAPITAL
During the year under review, the company has not increased its paid up capital. The
paid up equity share capital of the company as on March 31, 2023 is Rs.3,01,16,000. During
the year under review, the company has neither issued shares with differential voting
rights nor granted employee stock options or sweat equity.
TRANSFER TO RESERVE
No amount was transferred to or from General Reserve or Securities Premium Account
during the year under review. Profit/ (loss) of the company for the year under review was
transferred to Profit & Loss Account of the Company.
DIVIDEND
The Board of Directors does not recommend any dividend for the year 2022-23 with a view
to reinvest the profit for the operations of the Company.
DIRECTORS
Constitution of the Board
The Board of Directors of the Company is constituted in compliance with the Companies
Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
Company has a balanced board with optimum combination of Executive, Non-Executive and
Woman Directors which includes independent professionals. As on March 31, 2023, the Board
of Directors of the company comprised of 5 Directors. Their details as on March 31, 2023
are as under:
Name |
Category/ Designation |
No. of outside Directorship and Committee
Membership/Chairmanship |
Inter se relationship |
|
|
Directorship# |
Committee Membership / Chairmanship* |
between Directors |
|
|
Public Company |
Private Company |
Member- ship |
Chairman- ship |
|
| Mr. Ashok Kavdia |
Independent Director |
1 |
Nil |
Nil |
1 |
None |
Mr. A. L. Sanghvi@ |
Promoter Director, Non Executive Director |
Nil |
1 |
Nil |
Nil |
None |
Mr. Mohib N. Khericha |
Promoter Director, Managing Director |
3 |
3 |
1 |
2 |
Husband of Mrs. Sofia M Khericha |
| Mrs. Sofia M. Khericha |
Promoter Director, |
Nil |
1 |
Nil |
Nil |
Wife of |
|
Non Executive |
|
|
|
|
Mr. Mohib N |
|
Woman Director |
|
|
|
|
Khericha |
| Mr. Deepak P. Singhvi |
Independent Director |
Nil |
4 |
Nil |
Nil |
None |
* Only Audit Committee and Stakeholders Relationship Committee of public limited
companies have been considered.
# Outside Directorship of Directors does not include directorship in any foreign
company.
@ Mr. A. L. Sanghvi has resigned from the Board w.e.f. April 12, 2023.
Change/Appointment/Re-appointment of Directors
In accordance with the provisions of the Companies Act, 2013 and rules made thereunder
and pursuant to the Article of Association of the Company, Mrs. Sofia M. Khericha (DIN:
02695350), Non Executive Director, retires by rotation at the ensuing Annual General
Meeting and being eligible offers herself for re-appointment to the Board.
In addition, Board of Directors has, based on the recommendation of Nomination and
Remuneration Committee, reappointed, subject to approval of shareholders, Mr. Mohib N
Khericha as Managing Director of the Company for a period of 3 years w.e.f April 1, 2024
upto March 31, 2027.
Brief profile and other information of the aforesaid Directors seeking
appointment/re-appointment, as required under Regulation 36 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is provided in the Notes to Notice of the
Annual General Meeting.
The above proposals for appointment/reappointment form part of the Notice of the 37th
Annual General Meeting and the relevant resolutions are recommended for your approval
therein.
Changes in Directors and Key Managerial Personnel
During the year under review, shareholders of the company at their previous Annual
General Meeting approved the re-appointment of Mr. A. L. Sanghvi (DIN: 00010733), who was
liable to retire by rotation and had offered herself for re-appointment.
However, Mr. A. L. Sanghvi (DIN: 00010733), has resigned from the Board of the Company
w.e.f. April 12, 2023 due to personal commitments, priorities and other pre-occupations
and there were no other material reasons other than those mentioned in the resignation
letter.
Pursuant to provisions of sections 203 of the Companies Act, 2013, the key managerial
personnel (KMP) of your company are Mr. Mohib N Khericha, Managing Director, Mr. Javed S
Saiyed, Chief Financial Officer and Mr. Manoj Kumar Ramrakhyani, Company Secretary of the
Company. There has been no change in the KMP during the year.
Board Evaluation etc
A formal evaluation mechanism is in place for evaluation the performance of the Board,
committees thereof, individual directors and the Chairman of the Board.
The evaluation of board is carried out annually as per the provisions of the Companies
Act, 2013, rules thereof and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Performance evaluation of each Director is based on the criteria as
laid down from time to time by the Nomination and Remuneration Committee.
Criteria for performance evaluation includes aspects such as attendance for the
meetings, participation and independence during the meetings, interaction with Management,
Role and accountability to the Board, knowledge and proficiency and any other factors as
may be decided by the Nomination and Remuneration Committee. Further, performance
evaluation of an Executive Director is done based on business achievements of the company.
The independent directors have also met separately on February 14, 2023.
Remuneration Policy
The Board has on the recommendation of the Nomination and Remuneration Committee framed
a policy for the selection and appointment of directors, KMP & senior management
personnel and their remuneration. The policy of the Company on directors appointment and
remuneration, including criteria for determining qualifications, positive attributes,
independence of directors and other matters as required under Section 178(3) of the
Companies Act, 2013 is available on the Companys website
www.charteredcapital.net/investors. There has been no change in the policy since the last
fiscal year. We affirm that, remuneration paid to the directors is as per the terms laid
out in the Nomination and Remuneration policy of the Company.
The requisite detail as required under section 178(3) and (4) of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
attached herewith as "Annexure-A".
Number of meetings of the Board
The Board of Directors met 6 times during the year. The attendance of each Director at
the Board Meetings and last Annual General Meeting held during the year under review are
as under:
Director |
Held |
No. of Board Meetings Attended |
Last AGM attended |
| Mr. A. L. Sanghvi |
6 |
5 |
Yes |
| Mr. Mohib N. Khericha |
6 |
6 |
Yes |
| Mr. Ashok Kavdia |
6 |
6 |
Yes |
| Mr. Deepak Singhvi |
6 |
4 |
Yes |
| Mrs. Sofia M. Khericha |
6 |
6 |
Yes |
Declaration by Independent Directors
The Company has received the necessary disclosures from each Independent Director in
accordance with section 149(7) of the Companies Act, 2013 that he meets the criteria of
independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and
Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34(2) read with Schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report has
been enclosed herewith as "Annexure-B" and forms part of Directors Report.
ANNUAL RETURN
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Draft Annual Return of the Company for
year ended March 31, 2023 is available on the website of the Company at
https://www.charteredcapital.net/wp-content/uploads/2023/08/Year-Ended-March-31-2023.pdf.
CORPORATE GOVERNANCE
At Chartered Capital And Investment Limited, We ensure that we evolve and follow the
corporate governance guidelines and best practices. We consider it our inherent
responsibility to disclose timely and accurate information regarding our financial and
operational performance. We are attaching herewith a separate report on Corporate
Governance along with Compliance Certificate Issued by Statutory Auditor in this annual
report marked as "Annexure-C" to the Directors Report.
CEO/CFO CERTIFICATION
A certificate from the Managing Director and Chief Financial Officer, Pursuant to
Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 has been placed before the board at its meeting held on
August 29, 2023 and has been disclosed in the Corporate Governance Report forming part of
Annual Report.
STOCK EXCHANGES
The Companys shares are presently listed on BSE Limited. Further the applicable
listing fee for the financial year 2023-2024 has been paid to the stock exchange.
DIRECTORS RESPONSIBILITY STATEMENT
As per section 134(3) of the Companies Act, 2013, it is hereby confirmed that:
i) In the preparation of the annual accounts for the year ended March 31, 2023, the
applicable accounting standards have been followed along with proper explanation relating
to material departures;
ii) 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 as at March 31, 2023 and of the profit
and loss of the company for the year ended on that date;
iii) The Directors 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) The Directors have prepared the annual accounts on a going concern basis;
v) The directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively;
vi) The directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
REPORTING OF FRAUD BY AUDITORS OF THE COMPANY
There are no incidence of fraud reported by the statutory auditors as required under
section 143 (12) of the Companies Act, 2013 and rules made thereunder
REPORTS BY AUDITORS
Statutory Auditor
At the 36th Annual General Meeting held on September 29, 2022, the members
had approved re-appointment of M/s F P & Associates, Chartered Accountants, (Firm
Registration No: 0143262W) Ahmedabad, as the Statutory Auditors of the Company for a
second term of 5 years that began from the conclusion of the 36th Annual
General Meeting until the conclusion of 41st Annual General Meeting to be held
in year 2027 on such remuneration as may be mutually agreed between the Board of Directors
of the Company and the Statutory Auditors based on the recommendation of the Audit
Committee.
There are no qualifications, reservations or adverse remarks or disclaimers made by the
auditors in their report on the financial statements of the company for the financial year
ended March 31, 2023. The Auditors Report is enclosed with the financial statements in
this Annual Report. The notes on the Financial Statements referred to in the Auditors
Reports are self-explanatory and do not call for any comments or explanations.
Secretarial Auditor
Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
has appointed M/s Nahidakhtar Vhora & Company, Practicing Company Secretaries to
undertake the Secretarial Audit of the Company for the financial year 2022-2023.
The Secretarial Audit Report in from MR-3 obtained pursuant to Companies Act, 2013 for
the financial year 2022-2023 is enclosed as "Annexure-D" and forms an integral
part of this report.
The Secretarial Auditor Report are self-explanatory and do not call for any comments or
explanations. There is no secretarial audit qualification for the year under review.
Cost Audit
The Company is not required to maintain the cost records in terms of section 148 of the
Companies Act, 2013.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT,
2013
Particulars of loans and guarantee given and the investments made by the company as at
March 31, 2023 are forming part of financial statements.
STATE OF THE COMPANYS AFFAIR
During the year under review, the total income of the Company increased from Rs.168.15
lacs during the previous year to Rs. 205.98 lacs during the current year. The profit after
tax also increased from a loss of Rs.2.16 lacs during the previous year to a profit of
Rs.32.67 lacs during the current year mainly due to increase in the Other operating income
(mainly Dividend income) and Other Income (mainly Interest income from financial assets
carried at amortised cost). The Board of Directors expect this situation to improve
further in the coming years.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
No material changes and commitments affecting the financial position of the company
have occurred between the end of financial year to which the financial statements relate
and the date of the Directors Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
A. Conservation of energy
(a) the steps taken or impact on conservation of energy: As the operations of the
Company are not energy intensive, the same is not applicable. However, adequate measures
have been initiated for conservation of energy.
(b) the steps taken by the company for utilizing alternate sources of energy:
Though the operations of the Company are not energy intensive, the company shall explore
the alternate sources of energy as and when necessity arises.
(c) the capital investment on energy conservation equipments: Nil
B. Technology absorption-
(a) The efforts made towards technology absorption: The operations of the company
are of a nature where no major technology is used and therefore same is not applicable.
(b) The benefits derived like product improvement, cost reduction, product development
or import substitution: Not Applicable
(c) In case of imported technology (imported during the last three years reckoned from
the beginning of the financial year) : Not Applicable
i. the details of technology imported; ii. the year of import; iii. whether the
technology been fully absorbed; iv. if not fully absorbed, areas where absorption has not
taken place, and the reasons thereof; and
(d) The expenditure incurred on Research and Development : Nil/ Not Applicable C.
Foreign exchange earnings and Outgo-There was no inflow or outflow of foreign exchange
during the year under review.
RISK MANAGEMENT POLICY
The organization is in the continuous process of strengthening its Risk Management
framework with an endeavour to enhance the control environment via risk mitigation and
reducing the impact of risks concerning the business of the company within the acceptable
levels. It has been carried out in a phased manner wherein due emphasis is being given on
identification, assessment and mitigation thereof through economic control of those risks
that endanger to the assets and business of the Company.
To achieve the aforesaid objectives, the Board of Directors of your company has framed
the Risk Management policy to identify, assess and mitigate the risk associated with the
Business of the Company.
CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR)
The provisions of Section 135 of the Companies Act, 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014, are not applicable to the Company as
it doesnt fall in any of the criteria as specified under section 135(1) of the Companies
Act, 2013.
PARTICULARS OF REMUNERATION OF MANAGERIAL PERSONNEL AND RELATED DISCLOSURES
The ratio of remuneration of each director to the median employees remuneration and
other details in terms of section 197(12) of the Companies Act, 2013 read with rule 5(1)
of the Companies (Appointment and remuneration of Managerial personnel) Rules, 2014 forms
part of this report and is attached as "Annexure-E".
A statement containing, inter alia, the names of top ten employees in terms of
remuneration drawn and every employee employed throughout the fiscal and in receipt of
remuneration of Rs.102.00 lakhs or more and employees employed for part of the year and in
receipt of remuneration of Rs.8.50 lakhs or more per month, pursuant to Rule 5(2) &
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
is mentioned hereunder.
(a) There is no employee in receipt of remuneration of Rs.102.00 lakhs or more per
annum.
(b) Details of remuneration of all the 7 permanent employees (including Managing
Director) are:
Sr. No. |
Name |
Designation |
Educational qualifications |
Experience (in year) |
Age |
Total Remu- neration for 2022-23 (Rs. pa) |
Previous employment |
1 |
Mr. Mohib N. Khericha |
Managing Director |
B.Com, FCA |
44 Yrs |
71 Yrs |
Rs. 1821600 |
Self employed |
2 |
Mr. Manoj Kumar Ramrakhyani |
Company Secretary |
M.Sc., ACS |
23 Yrs |
48 Yrs |
Rs. 1998490 |
Vadilal Chemicals Limited |
| 3 |
Mr. Javed S. Saiyed |
CFO |
B. Com |
29 Yrs |
54 Yrs |
Rs. 1449104 |
None |
4 |
Mr. Sagir M. Khericha |
Vice President (Investment) |
B.Sc. (Economics), M.Sc. (Management) |
10 Yrs |
32 Yrs |
Rs. 1427504 |
TD Power Systems Limited |
5 |
Mr. Sagar Bhatt |
Asst. Vice President (Merchant Banking) |
B.Sc., MBA |
18 Yrs |
41 Yrs |
Rs. 1427504 |
ICICI Bank |
6 |
Mr. Amitkumar Gattani |
Asst. Vice President |
ACS, LLB |
9 Yrs |
31 Yrs |
Rs. 930000 |
VKM & Associates |
7 |
Mr. Akash Oza |
Equity Research Analyst |
MBA (Finance) |
6 Yrs |
29 Yrs |
Rs. 715000 |
Mansukh Securities & Finances Limited |
Except Mr. Sagir M Khericha who is son of Mr. Mohib N Khericha, none of the employee is
relative of any director of the Company.
POLICY FOR PREVENTION OF SEXUAL HARASSMENT
The Company has framed a policy on prevention of sexual harassment of women staff at
workplace. Internal Complaints Committee has also been set up to redress complaints
received regarding sexual harassment. No case was reported during the year under review
under the the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
The Company has formulated a vigil mechanism through Whistle Blower Policy dealing with
the instances of unethical behavior, actual or suspected, fraud or violation of the
companys code of conduct. The details of the policy is explained in the Corporate
Governance Report and also posted on the website of the Company.
SECRETARIAL STANDARD
The Company complies with secretarial standards on meetings of Board of Directors and
General Meetings issued by the Institute of Company Secretaries of India.
AUDIT COMMITTEE
The detail of the Audit Committee including its composition and terms of reference is
mentioned in the Corporate Governance Report forming part of the Directors Report.
RECOMMENDATIONS OF COMMITTEES OF THE BOARD
There was no instance during the financial year 2022-2023, wherein the Board had not
accepted recommendations made by any Committee of the Board.
INTERNAL FINANCIAL CONTROL SYSTEMS
The Company maintains adequate and effective Internal Financial Control System
commensurate with its size and nature of business. Company believe that internal control
system provide, among other things, a reasonable assurance that transactions are executed
with management authorization and that they are recorded in all material respects to
permit preparations of financial statements in conformity with established accounting
principles and that the asset of the company are adequately safeguarded against
significant misuse or loss.
Some significant features of the Internal Financial Control Systems are:
Implementation and control of all transactions including finance, requisitions, quality
and costing;
Internal audits are conducted by external auditors and they audit all aspects of
business;
Audit programme and periodic review by the Management and Audit Committee.
The Audit Committee closely interacts with and guides management and alongwith
statutory auditors and internal auditors reviews significant findings and follows up
thereon.
RELATED PARTY TRANSACTIONS
There is no related party transaction during the year under review, except the
remuneration paid to Directors, their relative and KMPs of the Company. Related party
transactions policy is available on website of the company.
There is no contract or arrangement or transaction by the Company with any related
party which is not at arms length basis. Further, there is no material contract or
arrangement or transaction by the Company with any related party which is at arms length
basis during the financial year 2022-2023.
The details of related parties transactions for the financial year 2022-2023 are given
in notes to the financial statement of the Company. All the related partys transactions
entered into by the Company are in the ordinary course of business and on an arms length
basis.
DEPOSITS
During the year Company has not accepted any fixed deposits. As on March 31, 2023,
there are no fixed deposits with the Company.
SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING
CONCERN AND COMPANYS OPERATIONS
To the best of our knowledge, the company has not received any such orders passed by
the regulators, courts or tribunals during the year, which may impact the going concern
status or companys operations in future.
GENERAL
No disclosure or reporting is required in respect of the following matters as there
were no transactions on these matters during the year under review:
There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
There was no instance of one-time settlement with any Bank or Financial Institution.
ACKNOWLEDGEMENT
The Board of Directors wish to express their gratitude and sincere appreciation for the
continuous support and co-operation extended by the Shareholders, Banks, the Securities
and Exchange Board of India, the Stock Exchange, various Government authorities, Financial
Institutions and all other stakeholders.
Your Directors would also like to take this opportunity to express their appreciation
to all employees at all levels for their dedicated efforts, hard work and cooperation
during the year.
CAUTIONARY NOTE
The statements forming part of the Directors Report may contain certain forward
looking remarks within the meaning of applicable security laws and regulations. The actual
results, performance, achievements of the company may be materially different from any
future results, performance or achievements that may be expressed or implied by such
forward looking statements.
|
For and on behalf of |
Board of Directors |
| Place: Ahmedabad |
Mohib N Khericha |
Sofia M Khericha |
| Date: August 29, 2023 |
Managing Director |
Director |
+91-9892691696
