Chartered Capital & Investment Ltd Directors Report.

To,

Dear Shareholders of

Chartered Capital and Investment Limited

Your Directors are pleased to present herewith the 32nd Annual report together with the Annual Audited Accounts of the Company for the year ended March 31, 2018.

FINANCIAL RESULTS

The Financial results for the year ended March 31, 2018 are summarized as under:

( Rs. In Lacs)

For the year ended*

Particulars 31/03/2018 31/03/2017
Total Income 235.26 388.22
Profit (Loss) before depreciation and taxes 126.80 273.16
Less: Depreciation 3.92 4.05
Less: Tax Expenses 16.91 33.85
Profit (Loss) After Tax 105.97 235.27

* Previous Year’s figures have been regrouped, reclassified wherever considered necessary.

OPERATIONS

During the year under review, the total income of the Company decreased to Rs. 235.26 lacs from Rs. 388.22 lacs during the previous year. The profit after tax also decreased from Rs. 235.27 lacs during the previous year to Rs. 105.97 lacs during the current year mainly due to reduction in other operating income (i.e. income on non-current investment) from Rs. 168.22 lacs during the previous year to Rs. 63.16 lacs during the current year and reduction in other income (i.e. interest on Term Deposits with Bank, Bonds, ICDs etc) from Rs. 166.48 lacs during the previous year to Rs. 103.98 lacs during the current year. In fact, the Merchant Banking fee has increased from Rs. 53.15 lacs during the previous year to Rs. 67.31 lacs during the current year. Although there was an overall improvement in the capital market there was a decrease in the total income and profit after tax of the company which directors expect to improve 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, 2018 is Rs. 3,01,16,000. During the year under review, the company has neither issued shares with differential voting rights nor granted 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. Entire profit 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 2017-2018 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, 2018, the Board of Directors of the company comprises of 6 Directors. Their details as on March 31, 2018 are as under:

Name Category/ Designation No. of outside Directorship and Committee Membership/ Chairmanship
Directorship# Committee membership/ Chairmanship*
Public Company Private Company Membership Chairmanship Inter se relationship between Directors
Mr. Sanatan N. Munsif Independent Director & Chairman Nil Nil Nil Nil Nil
Mr. A. L. Sanghvi Promoter Director, Non Executive Director & Vice Chairman Nil 1 Nil Nil Nil
Mr. Mohib N. Khericha Promoter Director, 4 9 1 4 Husband of
Managing Director Mrs. Sofia M
Khericha
Mrs. Sofia M. Khericha Promoter Director, Wife of Mr.
Non Executive Woman Nil 1 Nil Nil Mohib N
Director Khericha
Mr. Deepak P. Singhvi Independent Director Nil 4 Nil Nil Nil
Mr. Ashok Kavdia Independent Director 1 1 Nil 2 Nil

* 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.

Appointment/Re-appointment of Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the company, Mr. A. L. Sanghvi, Director of the Company, who retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. Accordingly, consent of the members is being sought for re-appointment of Mr. A. L. Sanghvi as a director liable to retire by rotation.

The Board of Directors has reappointed, subject to approval of shareholders, Mr. Mohib N Khericha as Managing Director of the Company for a period of 5 years w.e.f April 1, 2019 upto March 31, 2024.

A brief resume of the all the Directors proposed to be appointed / re-appointed, nature of their expertise in specific functional areas, names of companies in which they hold directorships and memberships / chairmanships of Board Committees, shareholding and relationships between directors inter-se, are provided in the Notes to the Notice of the Annual General Meeting.

Changes in Directors and Key Managerial Personnel

During the year under review, shareholders of the company at their previous Annual General Meeting approved the reappointment of Mrs. Sofia M Khericha, who was liable to retire by rotation and had offered herself for re-appointment. Mr. A.L. Sanghvi, Director of the company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for reappointment.

Pursuant to provisions of sections 203 of the Companies ct, 2013, the key managerial personnel (KMP) of your company are Mr. Mohib N Khericha, Managing Director, Mr. Javed S Saiyed, Chief Financial Oficer and Mr. Manoj Kumar Ramrakhyani, Company Secretary of the Company. There has been no change in the KMP during the year.

Board evaluation

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 13, 2018.

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 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 No. of Board Meetings
Held Attended Last AGM attended
Mr. Sanatan Munsif 6 4 No
Mr. A.L. Sanghvi 6 6 Yes
Mr. Mohib N. Khericha 6 6 Yes
Mr. Ashok Kavdia 6 6 Yes
Mr. Deepak Singhvi 6 2 No
Mrs. Sofia M Khericha 6 6 No

Declaration by Independent Directors

All the Independent Directors of the company have furnished declarations that they comply the conditions of being Independent as per Section 149(6) & (7) of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34(2) 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 Director’s Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 as required under section 92(3) of the Companies Act, 2013 is attached as "Annexure – C".

CORPORATE GOVERNANCE

We are attaching a separate report on Corporate Governance in the annual report marked as "Annexure-D" to the Director’s Report.

CEO/CFO CERTIFICATION

A certificate from the Managing Director and Chief Financial Oficer, 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, 2018 and has been disclosed in the Corporate Governance Report forming part of Annual Report.

STOCK EXCHANGES

The Company’s shares are presently listed on BSE Limited. The company has paid necessary listing fees of BSE for the year 2018-2019.

DIRECTORS’ RESPONSIBILITY STATEMENT:

As per section 134(3) of the Companies Act, 2013, the Directors state that:

i) In the preparation of the annual accounts for the year ended March 31, 2018, 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, 2018 and of the profit 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 auditors as required under section 143 (12) of the Companies Act, 2013.

REPORTS BY AUDITORS Statutory Auditor

At the 31st Annual General Meeting held on September 29, 2017, the members had approved appointment of M/s F P & Associates, Chartered Accountants, (Firm Registration No: 0143262W) Ahmedabad, as the Statutory Auditors of the Company for a period of 5 years that began from the conclusion of the 31st Annual General Meeting until the conclusion of 36th Annual General Meeting to be held in year 2022 subject to ratification of their appointment at every Annual General Meeting on such remuneration as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors.

In accordance with Companies Amendment Act, 2017 enforced on May 7, 2018 by Ministry Of Corporate Affairs, the appointment of statutory auditors is not required to be ratified at every Annual General Meeting.

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, 2018. 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 Section 204 of the Companies Act, 2013 Secretarial Audit Report for the financial year ended on March 31, 2018 given by M/s Nahidakhtar Vhora & Company, Practicing Company Secretaries is attached as "Annexure-E". The Secretarial Auditor Report are self-explanatory and do not call for any comments or explanations.

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, 2018 are forming part of financial statements.

STATE OF THE COMPANY’S AFFAIR

During the year under review, the total income of the Company decreased to Rs. 235.26 lacs from Rs. 388.22 lacs during the previous year. The profit after tax also decreased from Rs. 235.27 lacs during the previous year to Rs. 105.97 lacs during the current year mainly due to reduction in other operating income (i.e. income on non-current investment) from Rs. 168.22 lacs during the previous year to Rs. 63.16 lacs during the current year and reduction in other income (i.e. interest on Term Deposits with Bank, Bonds, ICDs etc) from Rs. 166.48 lacs during the previous year to Rs. 103.98 lacs during the current year. In fact, the Merchant Banking fee has increased from Rs. 53.15 lacs during the previous year to Rs. 67.31 lacs during the current year. Although there was an overall improvement in the capital market there was a decrease in the total income and profit after tax of the company which directors expect to improve 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 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 doesn’t fall in any of the criteria 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 employee’s 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-F".

None of the employees of the Company was in receipt of remuneration in excess of the limits prescribed under rule 5(2) & 5(3) of the Companies (Appointment and remuneration of Managerial personnel) Rules, 2014, during the year under review. Accordingly, no such disclosure is required to be made.

POLICY FOR PREVENTION OF SEXUAL HARASSMENT

The Company has framed a policy on prevention of sexual harassment of women staff at workplace. No case was reported during the year under review under the policy.

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 company’s code of conduct. The details of the policy is explained in the Corporate Governance Report and also posted on the website of the Company.

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.

The Board, during the year under review, had accepted all recommendations made to it by the Audit Committee.

INTERNAL CONTROL SYSTEMS

The Company maintains adequate and effective Internal 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 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;

• Extensive Audit programme and periodic review by 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.

The details of related parties transaction for the financial year 2017-18 is given in notes the financial statement of the Company.

DEPOSITS

During the year Company has not accepted any fixed deposits. As on March 31, 2018, there are no fixed deposits with the Company.

SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY’S 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 company’s operations in future.

ACKNOWLEDGEMENT

The Board of Directors wish to express their gratitude and appreciation for the continuous support and co-operation extended by the Banks, the Securities and Exchange Board of India, the Stock Exchange, various Government authorities, Financial Institutions and all shareholders.

Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company.

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 A L Sanghvi
Date: August 29, 2018 Managing Director Vice Chairman