To,
The members of Essar Securities Limited (“the Company”)
The Directors present the 18th Annual Report of the Company together with
its Audited Financial Statements for the financial year ended March 31, 2023.
1. FINANCIAL SUMMARY:
The financial highlights for the year under review are given below:
(Rs in lakhs)
Particulars |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
Revenue from Operations |
7.20 |
25.35 |
Other Income |
0.27 |
- |
Total Income |
7.47 |
25.35 |
Less: Total Expense |
19.75 |
16.31 |
Profit/(Loss) from ordinary activities before tax |
(12.28) |
9.04 |
Less: Tax Expenses |
(0.07) |
- |
Profit/(Loss) after tax |
(12.35) |
9.04 |
Total Comprehensive Income for the year |
(12.35) |
9.04 |
2. FINANCIAL PERFORMANCE & STATE OF COMPANYS AFFAIRS:
During the year under review, the total income of the Company was Rs.7.47 lakhs as
against Rs. 25.35 lakhs in the previous financial year. The Company has incurred net loss
of Rs.12.35 lakhs as against net profit of Rs.9.04 lakhs in the previous financial year.
The Companys performance and outlook for the year under review has been discussed in
detail in Management Discussion and Analysis which forms a part of this Report.
3. AMOUNT TRANSFERRED TO RESERVES:
The Directors do not propose to transfer any amount to reserves for the financial year
ended March 31, 2023.
4. SHARE CAPITAL:
There was no change in the capital structure of the Company during the financial year
under review. The paid up share capital as on March 31, 2023 was Rs.14,28,77,540/-
comprising of 1,42,87,754 Equity Shares of Rs.10/- each.
5. DIVIDEND:
The Directors do not recommend any dividend for the financial year ended March 31,
2023.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
Mr. Srikanth R. Venkatadriagaram (DIN:07923382) continues to be Independent Director of
the Company.
Appointment
Mr. Srikar Gopalrao (DIN: 02116323) has been appointed as an Additional Director
(Independent) with effect from May 26, 2023 to hold office upto the date of forthcoming
14th Annual General Meeting and is eligible to be appointed as an Independent Director of
the Company. It is proposed to appoint Mr. Srikar Gopalrao as an Independent Director, not
liable to retire by rotation, for a period of 3 years. Accordingly, approval of members is
being sought at the forthcoming 18th Annual General Meeting.
Resignation
Mr. Somashekhar B. Malagi (DIN:07626139) ceased to be Independent Director of the
Company from the closure of business hours on May 26, 2023. The Board of Directors places
on record its appreciation for the valuable services rendered by Mr. Somashekhar B. Malagi
during his tenure as an Independent Director of the Company.
Retirement by Rotation
Ms. Priyanka Oka retires by rotation and being eligible, offers herself for
re-appointment. A resolution seeking members approval for her re-appointment forms part
of the Notice.
Key Managerial Personnel (KMP)
Ms. Rachana H Trivedi - Company Secretary and Compliance Officer
7. DECLARATION FROM INDEPENDENT DIRECTORS:
All the Independent Directors have given their respective Declaration of Independence,
as required under Section 149(7) of the Companies Act, 2013, stating that they meet the
criteria of independence as specified in Section 149(6) of the Companies Act, 2013 and
Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (the Listing Regulations). In the opinion of
the Board, they fulfil the conditions of independence as specified in the Act and the
Listing Regulations and are independent of the management.
8. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
The Board met 4 (Four) times during the year under review. The details of Board
meetings held and attendance of the Directors are provided in the Corporate Governance
Report forming part of this Report.
9. COMMITTEE OF THE BOARD:
The Company has three broad-level Committees which are appended below:
1. Audit Commitee
2. Nomination and Remunaration Committee.
3. Stakeholders Relationship Committee
The Information pertaining to aforementioned Committees are furnished in the Corporate
Governance Report, which forms part of Directors Report.
The Board accepted the recommendations of the Audit Committee whenever as may be
require.
10. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, Payment OF Remuneration AND
DISCHARGE OF THEIR DUTIES:
The Company has adopted Nomination and Remuneration Policy for identification,
selection and appointment of Directors, Key Managerial Personnel and Senior Management
Personnel of the Company. The Policy provides criteria for fixing remuneration of the
Directors, Key Managerial Personnel and Senior Management Personnel of the Company. The
Policy enumerates the powers, roles and responsibilities of the Nomination and
Remuneration Committee. The Remuneration Policy is appended to this report as Annexure
A.
11. MANAGERIAL REMUNERATION AND OTHER DETAILS:
The information required under Section 197(12) of the Companies Act, 2013 read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is furnished in the Annexure B to this report.
12. EVALUATION OF THE PERFORMANCE OF THE BOARD:
In terms of the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the annual evaluation of the performance
of the Board, its Committees and of individual Directors was carried out with a structured
questionnaire covering various aspects of the Board functioning such as composition of the
Board and its Committees, Board culture, execution and performance of specific duties,
obligations and governance.
A separate exercise was carried out to evaluate the performance of individual
Directors, who were evaluated on factors such as level of participation, independence of
judgement, interpersonal relationship, etc. On the basis of evaluation exercise, the Board
is of the view that the Board and its Committees operate effectively.
13. VIGIL MECHANISM:
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the
Directors and employees to report their concerns about unethical behavior, actual or
suspected fraud or violation of the Companys Code of Conduct. The Policy provides for
adequate safeguards against victimization of employees who avail of the mechanism and also
provides for direct access to the Chairman of the Audit Committee. It is affirmed that no
personnel of the Company have been denied access to the Audit Committee. The Policy is
available on the website of the Company at Essar Securities Limited - Essar.
14. DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act, 2013, the Directors to the best of
their knowledge state that:
a) in the preparation of the annual accounts for the financial year ended March 31,
2023, the applicable accounting standards have been followed along with proper explanation
relating to material departures;
b) 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 at the end of the financial year March
31, 2023 and of the profit of the Company for that period;
c) 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;
d) the directors have prepared the accounts for the financial year ended March 31, 2023
on a going concern basis;
e) 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; ands
f) 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;
15. CHANGE IN NATURE OF BUSINESS, IF ANY:
There was no change in the nature of business of the Company during the financial year
ended March 31, 2023.
16. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes and commitments affecting the financial position of the
Company occurred between the end of the financial year to which this Financial Statements
relate and on the date of this Report.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN ExCHANGE EARNINGS AND OUTGO:
Considering the nature of business of the Company, the information required under
Section 134 (3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014
relating to conservation of energy and technology absorption is not applicable. There were
no foreign exchange earnings or outgo during the period under review.
18. DISCLOSURE UNDER THE SExUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:
There are no women employees in the Company. Accordingly, the said provisions are not
applicable to the Company.
19. CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 of the Companies Act, 2013 are not applicable to the
Company.
20. LOANS, GUARANTEES, SECURITIES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES
ACT, 2013:
The Company has not provided any loans, guarantees, securities or made investments
covered under Section 186 of the Companies Act, 2013.
21. RELATED PARTIES TRANSACTIONS:
In line with the requirements of the Companies Act, 2013 and Listing Regulations, the
Company has formulated a Policy on Related Party Transactions which is available on
Companys website at Essar Securities Limited - Essar.
During the financial year 2022-23, the Company does not entered into any transactions
with related parties.
22. DEPOSITS:
During the year under review, the Company has not accepted any deposits within the
meaning of Chapter V of the Companies Act, 2013, read with the Companies (Acceptance of
Deposits) Rules, 2014.
23. STATUTORY AUDITORS AND THEIR REPORT: Statutory Auditors
M/s. A. P. Rajagopalan & Co. Chartered Accountants (Firm registration number:
0108421W) have been reappointed as the Statutory Auditors of the Company, vide resolution
passed by Shareholders at the Annual General Meeting (AGM) of the Company held on July 18,
2022 and hold this office for a period of 5 (Five) consecutive years till the conclusion
of the AGM held in the year 2027.
Statutory Auditors Report
The Auditors Report for the financial year ended March 31 2023, do not contain any
qualification or reservation or adverse remark.
There were no frauds reported by the Auditors under the provisions of Section 143(12)
of the Companies Act, 2013.
24. SECRETARIAL AUDITORS AND THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, Uma Lodha (Membership
No. FCS 5363), Prop. M/s. Uma Lodha & Co. Associates, Practising Company Secretaries,
were appointed as the Secretarial Auditors to carry out the secretarial audit of the
Company for the financial year 2022-23.
Secretarial Audit Report
A Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is
annexed with this Report as Annexure C. There are no qualifications, reservations
or adverse remarks made by Secretarial Auditors in their Report. However, there are few
observations made by Secretarial Auditors. The below are the replies to the observations
made by Secretarial Auditors:
On the basis of Draft Secretarial Audit Report Reply to observation 1&2:
The Company has made efforts to appoint KMPs as required under the provisions of
Section 203 (1) and 203 (3) of the Companies Act, 2013 and Executive Directors. However
commensurate with the Business operations of the Company, due to lack of response, the
Company unable to get suitable KMPs and Executive Directors on the Board.
Reply to observations 3 & 4:
The Company has put in place adequate internal controls to ensure utmost compliance
pertaining to Stock Exchange, SEBI, Company Law, etc.
25. RISK MANAGEMENT POLICY:
The Company has framed Risk Management Policy to identify, evaluate, monitor and
minimize identifiable risks such as strategic, financial, operational, compliance, legal
and regulatory, etc. and to manage and control risks on a continuous basis.
In terms of Regulation 21(5) of Listing Regulations, the Risk Management Committee is
not applicable to the Company.
26. internal financial controls with
REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has adequate system of internal controls that are commensurate with its
size and nature of business to safeguard and protect the Company from losses, unauthorised
use or disposition of its assets. All the transactions are properly authorised, recorded
and reported to the management. The Company is following all the applicable Accounting
Standards for properly maintaining the books of accounts and ensuring timely reporting of
financial statements.
27. ANNUAL RETURN:
In accordance with the Companies Act, 2013, the annual return in the prescribed format
is available at Essar Securities Limited - Essar
SECURITIES LIMITED
28. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any subsidiary company or joint venture during the financial
year under review.
29. CORPORATE GOVERNANCE REPORT:
The Company is committed to maintain the highest standards of corporate governance and
adhere to the corporate governance requirements set out by SEBI. The Company has also
implemented several benchmark corporate governance practices as prevalent globally. The
Corporate Governance Report, as stipulated under the SEBI LODR Regulations, forms an
integral part of this Annual Report.
Further, in accordance with the applicable provisions of Schedule V of the said
Regulations, a compliance certificate issued by Uma Lodha (Membership No. FCS 5363), Prop.
M/s. Uma Lodha & Co. Associates, Practising Company Secretaries, confirming that the
Company has complied with the conditions of corporate governance is annexed herewith and
marked as Annexure D.
30. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating effectively.
31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There have been no significant and material orders passed by any regulators or courts
or tribunals, impacting the going concern status of the Company and its future operations.
32. ACKNOWLEDGEMENT:
The Directors of the Company express their appreciation for the continuous support and
cooperation received from all the stakeholders during the year.
For and on behalf of the Board of Directors of Essar Securities Limited
|
Sd/- |
Sd/- |
| Date: May 26, 2023 |
Somashekhar B. Malagi |
Priyanka Oka |
| Mumbai |
Director |
Director |
|
DIN: 07626139 |
DIN: 08066379 |
+91-9892691696
