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Easun Capital Markets Ltd Directors Report

44.5
(-1.11%)
Jul 18, 2024|12:00:00 AM

Easun Capital Markets Ltd Share Price directors Report

Dear Members,

Your Directors are pleased to present the Forty First (41st) Annual Report together with the Audited Financial Statements of your Company for the year ended March 31, 2023.

FINANCIAL SUMMARY AND HIGHLIGHTS

(Rs. In Lakh)

PARTICULARS CURRENT FINANCIAL YEAR (2022-2023) PREVIOUS FINANCIAL YEAR (2021 - 2022)
Revenue from Operations

Interest Income

21.94 59.11
Net Gain on Fair Value Changes 55.41 26.71
Sale of Shares 13.13 -
Other Income 6.86 49.42
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense 44.68 116.57
Less: Depreciation & Amortization - -
Profit /loss before Finance Costs, Exceptional items and Tax Expense 44.68 116.57
Less: Finance Costs 0.04 -
Profit /loss before Exceptional items and Tax Expense 44.64 116.57
Add/(less): Exceptional items - -
Profit /loss before Tax Expense 44.64 116.57
Less: Tax Expense (Current & Deferred) 19.89 18.30
Profit /loss for the year (1) 24.75 98.27
Total Comprehensive Income/loss (2) - -
Total (1+2) 24.75 98.27
Balance of profit /loss for earlier years - -
Less: Transfer to Debenture Redemption Reserve - -
Less: Transfer to Reserves - -
Less: Dividend paid on Equity Shares - -
Less: Dividend paid on Preference Shares - -
Less: Dividend Distribution Tax - -
Balance carried forward 24.75 98.27
Earning per Equity Share:
Basic 0.47 1.88
Diluted 0.47 1.88

The above figures are extracted from the audited (standalone) financial statements as per Indian Accounting Standards (Ind AS).

FINANCIAL REVIEW

Your Company has prepared the Financial Statements for the financial year ended March 31, 2023 in accordance with the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (the Rules).

All the Ind AS issued and notified by the Ministry of Corporate Affairs under the Companies (Indian Accounting Standards) Rules, 2015 (as amended) till the financial statements are approved for issue by the Board of Directors has been considered in preparing these financial statements. The financial statements have been prepared on a historical cost basis, except for certain financial assets and liabilities which have been measured at fair value as described in accounting policies regarding financial instruments.

During the financial year ended March 31, 2023, your Company has recorded a turnover of Rs. 90.48 Lakh, achieved a Profit before Tax (PBIT) of Rs. 44.64 Lakh and achieved a Profit after Tax (PAT) of Rs. 24.75 Lakh as compared to the PAT of Rs. 98.27 Lakh recorded during the previous financial year 2021-2022, thus, recording an EPS of Rs. 0.47 per share booking a decline of 75% in the EPS.

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, except statutory transfer to RBI Reserve Fund in accordance with the Regulatory Requirements.

DIVIDEND

The Board of Directors of your Company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any Dividend for the year under review.

Your Company do not have any amount / shares which is transferred or pending to be transferred to Investor Education & Protection Fund (IEPF).

MAJOR EVENTS DURING THE YEAR

A. State of Companys Affairs

Your Company is mainly into investing in and acquiring and holding shares, stocks, debentures, bonds, mutual funds and/or other securities issued or guaranteed by any company constituted or carrying on business in India and/or by any Government, state, public body or authority. The major revenue of the Company has been generated by way of carrying out the activity of investment in shares, securities and mutual funds, i.e., NBFC activities.

B. Change in the Nature of Business

There has been no change in the nature of business activity being carried on by your Company during the financial year.

C. Material changes and commitment, if any, affecting the financial position of the company occurred between the end of the financial year to which this financial statements relate and the date of the report

In pursuance to Section 134(3)(l) of the Companies Act, 2013, no material changes and commitments affecting the financial position of your company has occurred between the end of the financial year to which the financial statements relate and the date of this Report.

SHARE CAPITAL

During the year under review, there has been no change in the capital structure of your Company. The Authorized Share Capital of the Company as on March 31, 2023 stands at Rs. 5,50,00,000 divided into 55,00,000 equity shares of Rs. 10/- each. The Issued, Subscribed and Paid-up Share Capital of the Company is Rs. 5,22,92,090 divided into 52,29,209 equity shares of Rs. 10/- each.

BOARD COMPOSITION

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of Board and separate its functions of governance and management.

Directors and Key Managerial Personnel (KMP)

As on March 31, 2023, the Board of Directors of your Company is duly constituted and comprises of three Independent Directors, two Non-Executive Directors and one WholeTime Director. The Board has an appropriate mix of knowledge, wisdom and varied industry experience to guide the Company in achieving its objectives in a sustainable manner.

In accordance with the provisions of Section 152 (6) & (7) of the Companies Act, 2013, the executive and non-executive directors of the Company, apart from Independent Directors, are subject to retirement by rotation. Accordingly, Mr. Anand Prakash, who was appointed on September 29, 1994, is liable to retire by rotation, and being eligible, seeks re-appointment. The Board recommends his appointment.

Ms. Pallavi Moonka, who was appointed as CS on December 12, 2018, resigned w.e.f. January 7, 2023. Ms. Swati Modi, was appointed as the CS and Compliance Officer w.e.f. 26-12-2022.

Independent Director

During the year under review, Mr. Amit Kumar Sureka, Mr. Rajesh Lihala and Ms. Saileena Sarkar held the office of Independent Directors of the Company in accordance with the provisions of Section 149 of the Companies Act, 2013.

All Independent Directors have submitted declarations confirming that they meet the criteria of independence, as prescribed under Section 149(6) of the Companies Act, 2013. Independent Directors have also confirmed compliance with the Companys Code of Conduct and the Code of Independent Directors prescribed in Schedule IV to the Companies Act, 2013 during the FY 2022-2023. Based on the disclosures received from all the independent directors and in the opinion of the Board, the independent directors fulfil the conditions specified in the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and are independent of the management.

FORMAL ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS AND THAT OF ITS COMMITTEES

The Companies Act, 2013 stipulates the performance evaluation of the Directors including Chairman, individual Directors and its committees. Considering the said provisions, the Company has devised the process and the criteria for the performance evaluation which has been recommended by the Nomination Committee and approved by the Board.

The Criteria for performance evaluation are as under:

Attendance at meeting; Participation and Contribution; Responsibility towards stakeholders; Contribution in Strategic Planning; Compliance and Governance; Participation, Updating of Knowledge; Leadership; Relationships and Communications; Resources; Conduct of Meetings.

Performance Evaluation of Board:-

Composition and Diversity of Board; Committees of the Board; Board & Committee Meetings; Understanding of the Business of the Company and Regulatory environment; Contribution to effective corporate governance and transparency in Companys Operation; deliberation / decisions on the Companys Strategies; Monitoring and implementation of the strategies and the executive management performance and quality of decision making and Boards Communication with all stakeholders.

Performance Evaluation of the Board Level Committees:-

The performance and effectiveness of the Committee; Frequency and duration; Spread of talent and diversity in the Committee; Understanding of regulatory environment and development; interaction with the Board.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

In the opinion of the Board, the Independent Directors possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014 (as amended).

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA) as was notified and required under Section 150(1) of the Act.

DIRECTORS RESPOSIBILITY STATEMENT

The financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values, the provisions of the Companies Act, 2013 (to the extent notified) and guidelines issued by SEBI. The Ind AS are prescribed under Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. Accounting policies have been consistently applied.

In terms of the provisions of section 134 (5) of the Companies Act, 2013, your Directors hereby confirm that:

a. In the preparation of the Annual Accounts for the financial year ended 31st March, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. The Directors 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 as at 31st March, 2023 and of the profit /loss of the Company for that period;

c. The Directors had 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;

d. The Directors had prepared the Annual Accounts on a going concern basis;

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

f. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

ANNUAL RETURN

In accordance with the provisions of Section 92(3) & Section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management & Administration) Rules, 2014, as amended from time to time, copy of the draft Annual Return can be accessed from the following link: http://www.easuncapitalmarkets.com

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any Subsidiary, Joint Venture or Associate Company.

Your company does not have any "Material Subsidiary Company" whose income or net worth exceeds 10% of the consolidated income or net worth respectively of the Company and its subsidiaries in the immediately preceding accounting year.

DISCLOSURE ON REMUNERATION OF DIRECTORS AND EMPLOYEES

a. Information pursuant to Section 197(12) of the Companies Act. 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014

Ratio of the remuneration of each Director/ KMP to the median remuneration of all employees of the Company for the financial year:

(Rs. In Lakh)

Particulars Designation Amount Percentage
Median Remuneration of all employees of the Company for FY 2022-23 Whole Time Director (WTD) 1.20 12.64%
Chief Financial Officer (CFO) 3.28 34.56%
Company Secretary (CS)* 5.01 52.79%
The percentage increase in median remuneration of employees in the Financial Year Whole Time Director NIL -
Chief Financial Officer NIL -
Company Secretary NIL -
The number of permanent employees on rolls of Company as on March 31, 2023 Whole Time Director
Chief Financial Officer
Company Secretary
Total 3 Employees

Note: The ratio of remuneration to median remuneration is based on remuneration paid during the period from April 1, 2022 to March 31, 2023. The remuneration paid is as per the terms of agreement, mutually agreed upon and as permissible under the Act or Statute.

The Company does not pay any remuneration to any other Director except Whole Time Director as specified above. Further, no stock option has been issued by the Company to any of its Directors.

* Please refer to the KMP Section

b. Information pursuant to Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Pursuant to the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee of the Company draws remuneration in excess of the limits as set out in the said rules.

c. Employee Benefits:

Provision of the Gratuity Act is not applicable to the Company for the financial year ended March 31, 2023.

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

The disclosure requirements as specified under Section 186 of Companies Act, 2013 is not applicable as the Company is engaged in the business of NBFC activities, viz: investment in shares, mutual funds and other securities during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

Pursuant to the requirement under Section 134(3)(h) of the Companies Act, 2013, the particulars of contracts or arrangements with related parties under section 188(1) of the Companies Act, 2013 is attached and furnished in Form AOC-2 as annexed to this report as Annexure-1. Please refer to Note No. 30 to the accompanied Audited Financial Statements for further clarification.

In accordance with the provisions of Regulation 15(2) of SEBI (LODR) Regulations, 2015, 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) and (t) of subregulation (2) of regulation 46 and para C, D and E of Schedule V does not apply to the Company. However, the Company has prepared policy on materiality of related party transactions and on dealing with related party transactions which can accessed from the website of the Company at www.easuncapitalmarkets.com

NUMBER OF BOARD MEETINGS

The Board of Directors meets at least once in every quarter and also as and when required. During the financial year ended March 31, 2023, the Board met Nine (9) times, i.e., on April 8, 2022; May 17, 2022; June 23, 2022; July 5, 2022; August 10, 2022; August 31, 2022; November 14, 2022; January 10, 2023 and February 3, 2023. The maximum interval between any two meetings was well within the maximum allowed gap allowed by Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

None of the Directors of the Company is member of more than 10 Board level committees or Chairman of more than 5 committees across companies in which he/she is a director.

Name of the Director# Category Shareho lding as on March

Attendance of meetings during 2022-2023

No. of Directorships and Committee Memberships/ Chairmanships

31, 2023 Board Meetin g Last AGM Other Directo r ships* Committe e Member ship Committe e Chairman ship
Mr. Amit Sureka1(1) Independent Director 0 7 No 5 8 4
Mr. Aditya Sadani(2) Whole Time Director 0 9 Yes 20 5 3
Mr. Apurva Salarpuria(3 ) Chairman - NonExecutive Director 21,08,760 * 9 Yes 17 9 0
Mr. Anand Prakash(3) Non Executive Director 0 7 No 16 6 1
Mr. Rajesh Lihala(4) Independent Director 0 7 No 5 3 1
Ms. Saileena SarkaK5) Woman Independent Director 0 7 Yes 19 6 3

* Excluding Foreign Companies and Companies under Section 8 of the Companies Act, 2013.

#None of the Directors are related to each other except Mr. Apurva Salarpuria & Mr. Anand Prakash

(3) Mr. Apurva Salarpuria & Mr. Anand Prakash are Non-executive Directors on the Board of Mandya Finance Company Limited

(4) Mr. Rajesh Lihala is not a Director in any other listed entity

(4) Ms. Saileena Sarkar is Women Independent Director on board of Mandya Finance Company Limited

* Direct Holding

COMMITTEES OF THE BOARD

As on March 31, 2023, the Board has 4 (four) committees, namely, the Audit Committee, the Nomination & Remuneration Committee, the Stakeholders Relationship Committee and the Risk Management Committee.

AUDIT COMMITTEE Composition

The Board of Directors of the Company has duly constituted an Audit Committee of the Board in terms of the requirements of Section 177 of the Companies Act, 2013 and Rules framed thereunder read with Regulation 18 of SEBI (LODR) Regulations, 2015. As on March 31, 2023, the Audit Committee is composed of the following:

NAME OF THE MEMBER CATEGORY STATUS
Mr. Amit Kumar Sureka Independent Director Chairman
Mr. Apurva Salarpuria Non - Executive Director Member
Mr. Rajesh Lihala Independent Director Member

All the members of the Audit Committee have accounting and financial expertise. The Company Secretary, Ms. Swati Modi, acts as the Secretary to the Audit Committee.

Meetings and Attendance

The Audit Committee of the Company meets every quarter, inter alia, to review the financial results for the previous quarter before the same are approved at Board Meetings, pursuant to Regulation 33 of the SEBI (LODR) Regulations, 2015. During the year under review, the Audit Committee met Four (4) times on: May 17, 2022, August 10, 2022, November 14, 2022 and February 3, 2023. The attendance details of members of committee are as under:

NAME OF THE MEMBER

NO. OF MEETINGS

HELD ATTENDED
Mr. Amit Kumar Sureka 4 4
Mr. Apurva Salarpuria 4 4
Mr. Rajesh Lihala 4 4

Powers of the Audit Committee

The powers of the Audit Committee include the following:

1. To investigate any activity within its terms of reference

2. To seek information from any employee

3. To obtain outside legal or other professional advice

4. To secure attendance of outsiders with relevant expertise, if it considers necessary Functions of Audit Committee

The Audit Committee reviews the Reports of the Statutory Auditors periodically and discusses their findings. The role of the Audit committee includes the following:

1. Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

2. Recommending to the Board the appointment, re-appointment and if required, the replacement or removal of the statutory auditors and the fixation of audit fees;

3. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

4. Reviewing with the management, the annual financial statements before submission to the board for approval, with particular reference to:

[i) Matters required to be included in the Directors Responsibility Statement to be included in the Boards Report in terms of Section 134(3)(c) of the Companies Act, 2013.

[ii) Changes, if any, in accounting policies and practices and reasons for the same.

[iii) Compliance with listing and other legal requirements relating to financial statements.

[iv) Disclosure of any related party transactions

5. Reviewing, with the management, performance of statutory and internal auditors and adequacy of the internal control systems;

6. Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

7. Scrutiny of inter-corporate loans and investments;

8. Evaluation of internal financial controls and risk management systems;

9. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post - audit discussion to ascertain any area of concern;

10. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

11. Discussion with internal auditors any significant findings and follow up;

12. Reviewing, the findings of any internal investigations by the internal auditors;

13. The Audit Committee shall mandatorily review the following:

i. Management discussion and analysis of financial condition and result of operation;

ii. Statement of significant related party transactions (as defined by the Audit Committee), submitted by the management;

iii. Management letters/letters of internal control weakness issued by the statutory auditors;

iv. Internal audit reports relating to internal control weaknesses;

NOMINATION AND REMUNERATION COMMITTEE Composition

The Board of Directors of the Company has duly constituted a Nomination and Remuneration Committee in terms of the requirements of Section 178 of the Companies Act, 2013 and Rules framed thereunder read with Regulation 19 of SEBI (LODR) Regulations, 2015. As on March 31, 2023, the Nomination & Remuneration Committee is composed of the following:

NAME OF THE MEMBER CATEGORY STATUS
Mr. Rajesh Lihala Independent Director Chairman
Mr. Anand Prakash Non - Executive Director Member
Mr. Apurva Salarpuria Non - Executive Director Member
Ms. Saileena Sarkar Women Independent Director Member

Meetings and Attendance

The Nomination and Remuneration Committee shall meet once every year in accordance with the requirement of Regulation 19 of the SEBI (LODR) Regulations, 2015. During the year under review, the Nomination and Remuneration Committee met Once (1) on: January 10, 2023 to review the performance of the Directors and the Key Managerial Personnel (KMP) and recommend to the Board the Appointment of Ms. Swati Modi as the Company Secretary and Compliance Officer in place of Smt. Pallavi Moonka.

The attendance details of members of committee are as under:

NAME OF THE MEMBER

NO. OF MEETINGS

HELD ATTENDED
Mr. Rajesh Lihala 1 1
Mr. Anand Prakash 1 1
Mr. Apurva Salarpuria 1 1
Ms. Saileena Sarkar 1 1

Role of the Nomination and Remuneration Committee

The roles and responsibilities of the committee include the following:

1. Formulate the criteria for determining qualifications, positive attributes and independence of a director.

2. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal.

3. Formulate the criteria for evaluation of directors and Boards performance and to carry out the evaluation of every directors performance.

4. Devising a policy on Board diversity.

5. To decide the remuneration of consultants engaged by the Committee.

6. Framing, recommending to the Board and implementing, on behalf of the Board and on behalf of the Shareholders, policy on remuneration of Directors, Key Managerial Persons (KMP) & other Employees, including ESOP, pension right and any other compensation payment.

7. Considering, approving and recommending to the Board changes in designation and increase in salary of the Directors, KMP and other employees.

8. Framing the Employees Share Purchase Scheme / Employees Stock Option Scheme and recommending the same to the Board / shareholders for their approval and implementing/administering the scheme approved by the shareholders.

As a token of long term commitment and long term vision towards the Company none of the directors (excluding Whole Time Director) of the Company receive any sort of monetary benefit from the Company, inter-alia, no sitting fees or remuneration is paid to other directors except the Whole Time Director.

STAKEHOLDERS RELATIONSHIP COMMITTEE / SHARE TRANSFER COMMITTEE Composition

The Board of Directors of the Company has duly constituted a Stakeholders Relationship Committee in terms of the requirements of Regulation 20 of SEBI (LODR) Regulations, 2015. As on March 31, 2023, the Stakeholders Relationship Committee is composed of the following:

NAME OF THE MEMBER CATEGORY STATUS
Mr. Amit Kumar Sureka Independent Director Chairman
Mr. Aditya Sadani Whole Time Director Member
Mr. Rajesh Lihala Independent Director Member

Ms. Swati Modi acts as the Compliance Officer and the Company has not received any shareholders complaints during the financial year under review.

Meetings and Attendance

During the year under review, the Stakeholders Relationship Committee met once (1) on November 14, 2022. The Company has not received any grievances during the financial year 2022-2023. The attendance details of members of committee are as under:

NAME OF THE MEMBER

NO. OF MEETINGS

HELD ATTENDED
Mr. Amit Kumar Sureka 1 1
Mr. Aditya Sadani 1 1
Mr. Rajesh Lihala 1 1

Powers of the Stakeholders Relationship Committee

The role of the committee shall, inter-alia, include the following:

1. Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

2. Review of measures taken for effective exercise of voting rights by shareholders.

3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company

RISK MANAGEMENT COMMITTEE

Composition

The Board of Directors of the Company has duly constituted a Risk Management Committee in terms of the requirements of Regulation 21 of SEBI (LODR) Regulations, 2015. As on March 31, 2023, the Risk Management Committee is composed of the following:

NAME OF THE MEMBER CATEGORY STATUS
Mr. Aditya Sadani Whole Time Director Chairman
Mr. Apurva Salarpuria Non - Executive Director Member
Mr. Anand Prakash Non - Executive Director Member

Meetings and Attendance

During the year under review, the Risk Management Committee met once (1) on November 14, 2022 to review the risk management plan. The attendance details of members of committee are as under:

NAME OF THE MEMBER

NO. OF MEETINGS

HELD ATTENDED
Mr. Aditya Sadani 1 1
Mr. Apurva Salarpuria 1 1
Mr. Anand Prakash 1 1

Powers of the Risk Management Committee

The role of the Committee is as under:

1. To Prepare Risk Management Plan, reviewing and monitoring the same on regular basis.

2. To review critical risks identified.

3. To report key changes in critical risks to the Board.

4. To report critical risks to Audit Committee in detail.

5. To perform such other functions as may be deemed or prescribed fit by the Board.

COMPLIANCE WITH SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

Your Company/Employer is committed to provide a protective environment at workplace for all its employees. To ensure that every woman employee is treated with dignity and respect and as mandated under the "The Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act 2013" the Company/Employer takes due care for prevention of the sexual harassment of its women employees as and when the company employs any women employee.

During the year under review, the Internal Complaints Committee (ICC) was reconstituted in the Group by the Employer held on to redress and deal with any complains on sexual harassment with the following members:

Sl No NAME OF THE MEMBER POSITION
1 Mrs. Mandira Mukherjee Chairperson
2 Ms. Saileena Sarkar Member
3 Ms. Pallavi Moonka Company Secretary & Member upto 1/1/23
4 Mr. Gautam Chakraborty Member
5 Adv. Aritra Chakraborty External Member (Advocate - Honble Calcutta High Court)
6 Ms. Swati Modi Company Secretary & Member w.e.f. 26/12/22

Further during the year under review, no case of sexual harassment was reported. Ms. Swati Modi acts as Secretary to the Committee.

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company met separately on Friday, February 3, 2023 without the presence of Non-Independent Directors and the members of the management. The Meeting was conducted informally to enable the Independent Directors to discuss matters pertaining to the Companys affairs and put forth their combined views to the Board of Directors of the Company.

DISCLOSURE ON VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil through which concerned persons [directors, employees and business associates] may report unethical behaviour, malpractices, wrongful conduct etc., without fear of reprisal. The Company has set up a Direct Touch Initiative, under which all directors, employees/ business associates have direct access to the Chairman of the Audit Committee. The Whistle Blower Policy aims to:

• Allow and encourage stakeholders to bring to the management notice concerns about unethical behaviour, malpractices, wrongful conduct, actual or suspected fraud or violation of policies.

• Ensure timely and consistent organizational response.

• Build and strengthen a culture of transparency and trust.

• Provide protection against victimization.

The above mechanism has been appropriately communicated. The Company Secretary of the Company ensures compliance with the relevant provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, to the extent applicable. It was also confirmed that no personnel has been denied access to the Audit Committee.

AUDITORS Statutory Auditors

M/s. V. K. Tulsyan & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 326740E), having office at "Aradhana", P-2, New C.I.T Road, Unit #210, Kolkata - 700 073, were appointed as the Statutory Auditors of the Company at the 39th Annual General Meeting held on September 20, 2021 to hold office for a term of 5 (five) consecutive years from the conclusion of the 39th Annual General Meeting (AGM) until the Annual General Meeting of the Company to be held for the Financial Year 2025-2026. However the Auditors have communicated their intentions to discontinue the assignment w.e.f. 30-09-2023. The Board have approached M/s Rakesh Ram & Associates, Chartered Accountants, FRN 325145E, a peer reviewed firm, who have agreed to accept the assignment. The Board propose the Auditors be changed accordingly.

NBFC Auditors Report (Reserve Bank) Directions 2008: In view of the directions issued by Reserve Bank of India, the Auditors have given their report to the above effect which is self-explanatory.

Secretarial Auditor

In compliance with the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, upon recommendation of the Audit Committee, has appointed Mr. Rajan Singh, Company Secretary in Practice, as the Secretarial Auditor and his report in Form MR-3 is annexed to the Boards Report as Annexure - 2.

The Company has taken a certificate as laid down under sec 92(2) of the Companies Act 2013 and Rule 11(2) of Companies (Management and Administration) Rules, 2014 from Mr. Rajan Singh, Practising Company Secretary.

Qualification. Reservation or Adverse Remark in the Auditors Reports and Secretarial Audit Report

There is no qualification, reservation or adverse remark made by the Auditors in their Reports to the Financial Statements or by the Secretarial Auditor in his Secretarial Audit Report for the financial year ended March 31, 2023.

Cost Audit and Cost Records

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 is not applicable for the business carried out by the Company.

Internal Audit

M/s Rakesh Ram & Associates, Chartered Accountants, were conducting the Internal Audit of the Company. The report thereof is placed before the Audit Committee for evaluation of internal financial controls and risk management systems.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE, ETC

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 in respect of conservation of Energy and Technology Absorption are not applicable to company under the year under review and expenditure on Research and Development and Foreign Exchange Earning & Outgo stands "NIL" for the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS AND COMPANYS OPERATIONS IN FUTURE

There has been no significant and material order(s), passed by any Regulator(s) or Court(s) or Tribunal(s), impacting the going concern status of the Companys operations. No material changes and commitments have occurred after the close of the financial year till the date of this Report which affects the financial position of the Company for the reporting period.

MANAGEMENT DISCUSSION & ANALYSIS REPORT (MDAR)

In accordance with Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015, Management Discussion & Analysis Report forms a part of this Annual Report and is enclosed herewith as Annexure-3.

ACCOUNTING TREATMENT

The Financial Statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015. All the Ind AS issued and notified by the Ministry of Corporate Affairs under the Companies (Indian Accounting Standards) Rules, 2015 (as amended) till the financial statements are approved for issue by the Board of Directors has been considered in preparing these financial statements. The financial statements have been prepared on a historical cost basis, except for certain financial assets and liabilities which have been measured at fair value as described in accounting policies regarding financial instruments.

ESTIMATES

The Company has exercised the option to measure investment in equity instruments, not held for trading at FVTOCI in accordance with Ind AS 109. It has exercised this irrevocable option for its class of unquoted equity shares. The option renders the equity instruments elected to be measured at FVTOCI non-recyclable to Statement of Profit & Loss.

DEPOSITS

Your company has not accepted any public deposit during the financial year under review.

LISTING

The equity shares of your Company continued to be listed on The Calcutta Stock Exchange Limited (CSE) and BSE Limited.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility is the continuing commitment by the business to behave ethically and contribute to economic development while improving the quality of life of the workforce and their families as well as of the local community and society at large.

As per the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company is not required to constitute a CSR committee and enact thereon, i.e., CSR Provision is not applicable.

COMPLIANCE WITH SECRETARIAL STANDARDS ISSUED BY ICSI

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) along with Secretarial Standards on Report of the Board of Directors (SS-4) issued by The Institute of Company Secretaries of India (ICSI).

ADDITIONAL DISCLOSURES PURSUANT TO SEBI (LODR) REGULATIONS, 2015

1. MEANS OF COMMUNICATION:

A) Financial Results:

• Shareholders were intimated through the press about the quarterly performance and financial results of the Company. The quarterly, half-yearly and the annual financial results are published in national and regional dailies i.e. The Times of India (National) in English Language and Ei Samay (Regional) in Bengali Language, except for the last quarter. The financial results for the Quarter and year ended as on 31/3/2023 was published in The Echo of India (English) and Aarthik Lipi (regional) in Bengali language.

• The Companys results and other corporate announcements are promptly sent to the stock exchange i.e. BSE Limited and The Calcutta Stock Exchange Limited (CSE) with which the shares of the Company are listed.

• The financial results and other relevant information are also displayed on the website of the Company i.e. http://easuncapitalmarkets.com/

B) Other information:

The Company has email address swati@salarpuriagroup.com and cs.sgroup2013@gmail.com to interface with the investors.

2. GENERAL SHAREHOLDER INFORMATION

a) Annual General Meeting

The Forty First (41st) Annual General Meeting (AGM) of the Company will be held on Saturday, September 30, 2023 at 12 Noon IST through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM").

b) Financial Year

The Financial Year of the Company is from 1st April to 31st March

Financial Calendar [Current Financial Year 2023-24] Tentative Date / Schedule
First Quarter Financial Results (June 30) By 14th day of August 2023 (actual date 10/8/23)
Second Quarter Financial Results (September 30) By 14th day of November 2023
Third Quarter Financial Results (December 31) By 14th day of February 2024
Fourth Quarter & Annual Audited Financial Results of the current Financial Year (March 31) By end of May 2024

Date of Book Closure: The books will be closed for the Annual General Meeting from Monday, September 25, 2023 to Saturday, September 30, 2023 (both days inclusive).

c) Listing of Equity Shares on the Stock Exchanges

• The Calcutta Stock Exchange Limited, 7, Lyons Range, Kolkata - 700 001 [CSE Scrip Code: 10015065]

• BSE Limited, P J Towers, Dalal Street, Mumbai -400001, India [BSE Scrip Code: 542906]

• The Company has paid the annual listing fees to the aforesaid Stock Exchanges.

d) Registrar and Share Transfer Agent:

Niche Technologies Private Limited (SEBI Registration Number : INR000003290) having its office at 3A, Auckland Place, 7th Floor, Room No. 7A & 7B, Kolkata - 700 017, West Bengal provide for processing the transfers, transmission, sub-division, consolidation, splitting of shares, etc. and to process the Members requests for dematerialization and / or re-materialization of shares.

e) Distribution of Shareholding as at March 31, 2023

• According to Category of Holding:

As on March 31, 2023

As on March 31, 2022

Shareholders No. of Shares % No. of Shares %
Promoters 2576450 49.27 2576450 49.27
Financial Institutions - - - -
Private Corporate Bodies (Excluding Promoters) 1473631 28.18 2025094 38.73
Public 1089128 22.55 627665 12.00
Total 52,29,209 100.00 52,29,209 100.00

• According to Number of Shares held:

Shareholding Range No. of shareholder s % of Shareholders No. of shares % of Shareholding
1-500 256 71.11 29,419 0.5626
501-1,000 16 4.44 14,606 0.2793
1,001-5,000 13 3.61 38,307 0.7326
5,001-10,000 11 3.06 1,02,019 1.9509
10,001 - 50,000 44 12.22 11,31,998 21.6476
50,001 1,00,000 14 3.89 11,50,702 22.0053
1,00,001 and above 6 1.67 27,62,158 52.8217
Total 360 100.00 52,29,209 100.00

f) Dematerialization of shares:

The Company shares are listed on BSE Limited and Calcutta Stock Exchange Limited. The shares of the Company are in compulsory dematerialized segment and are admitted with both the Depositories i.e. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Limited (CDSL).

No. of Shares held in dematerialized and physical mode as on 31st March, 2023 are as under:

Particulars No. of Shares % to total Shares
Physical 6,30,846 12.06
Demat (Electronic)
NSDL 7,37,422 14.10
CDSL 38,60,941 73.83
TOTAL 52,29,209 100.00

SEBI has mandated that securities of listed companies can be transferred only in dematerialized form with effect from April 1, 2019. Accordingly, the Company/

Registrar and Share Transfer Agent has stopped accepting any fresh lodgment of transfer of shares in physical form. Members holding shares in physical form are advised to avail of the facility of Dematerialization. The ISIN of the Company is INE771C01014.

g) General Body Meetings

The location, date and time of Annual General Meetings held during the preceding three years are given below:

Year Venue Day & Date Time
2021-22 Deemed Venue : Registered Office Thursday, September 29, 2022 12:30 P.M.
2020-21 Deemed Venue : Registered Office Monday, September 20, 2021 12:30 P.M.
2019-20 Registered Office:

7, Chittaranjan Avenue, 3rd Floor, Bowbazar, Kolkata-700072

Wednesday, September 30,2020 11:30 A.M.

h) Postal Ballots

During the financial year 2022-23, there were no ordinary or special resolutions passed by the members through Postal Ballot. No resolutions were required to be passed as Special Resolution or by special majority or through postal ballot in the FY 2020-2021 and FY 2021-2022.

i) Details of Non-Compliances

The Company has complied with the compliances of the Stock Exchange or SEBI or any statutory authority on matters related to Company / Capital Markets during the last three years.

j) Market Price Data

MONTH OPEN PRICE HIGH PRICE LOW PRICE CLOSE PRICE NO.OF SHARES
April - 22 30.65 30.65 25.05 25.05 869
May-22 23.80 24.30 22.80 22.80 26055
Jun-22 22.40 33.80 22 33.80 108228
Jul-22 33.80 33.80 32.25 33.50 5520
Aug-22 31.85 33.50 30.40 30.40 20902
Sep-22 31 35.70 28.20 31.05 219878
Oct-22 31.05 32 31.05 32 951
Nov-22 32 40.95 32 40.95 237084
Dec-22 40.90 51 40.90 49 273270
Jan-23 49 51.45 48 48 368034
Feb-23 48 55 48 55 103397
Mar-23 57.60 57.60 52.25 54 34510

k) Certification from Company Secretary in Practice

Mr. Rajan Singh, Company Secretary in whole-time practice, has issued a certificate as required under the Listing Regulations, confirming that none of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of companies by the SEBI / Ministry of Corporate Affairs or any such statutory authority. The certificate is enclosed as Annexure-4.

DECLARATION BY THE WHOLE-TIME DIRECTOR

Pursuant to the provisions of Regulation 34(3) and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Whole-Time Director has enclosed a duly signed declaration stating that the members of board of directors and senior management personnel have affirmed compliance with the code of conduct of board of directors and senior management. The declaration is enclosed as Annexure-5.

RESERVE BANK OF INDIA (RBI) RESERVE FUND

In terms of Notification No. RBI/2014-15/299 dated 10.11.2014 issued by the Reserve Bank of India, provision for contingency have been provided Rs. 86,469 on Standard Assets of Rs. 355,11,000 on the outstanding balance as on 31.03.2023. During the year under review, a sum of Rs. 4,95,500 (Previous year Rs. 18,04,000) is transferred to RBI Reserve Fund under section 45IC of the Reserve Bank of India Act 1934.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, there is no application or proceeding pending under the Insolvency & Bankruptcy code, 2016 against the company.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The Company has not obtained loan from Banks or Financial Institutions and hence, the requirement of valuation does not arise.

APPRECIATION

Your Directors record their sincere appreciation for the assistance, support and guidance provided by Government Authorities, Bankers, investors, financial institution and shareholders for their consistent support to the company. The Directors also commend the continuing commitment and dedication of the employees at all levels which has been critical for the Companys growth. The Directors look forward for their continuing support in future.

for and on behalf of the Board of Directors of
EASUN CAPITAL MARKETS LIMITED
Sd/- Sd/-
Date: 06-09-2023 Aditya Sadani Apurva Salarpuria
Place: Kolkata Whole-Time Director Director
DIN: 09023418 DIN: 00058357

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