TO THE MEMBERS OF
THE FIRST CUSTODIAN FUND (INDIA) LIMITED
The Directors take pleasure in presenting the Thirty - Seventh Annual Report together
with the Audited Financial Statements for the year ended 31st March, 2023.
1. FINANCIAL RESULTS
Key highlights of the financial results for The First Custodian Fund (India) Limited
for the financial year 2022 - 23 is tabulated below:
(Rs. in Lacs)
PARTICULARS |
Year Ended 31/03/2023 |
Year Ended 31/03/2022 |
Gross Income |
122.08 |
186.10 |
Total Expenditure |
43.31 |
41.88 |
Finance Cost |
13.53 |
5.51 |
Gross Profit Before Depreciation |
65.24 |
138.71 |
Depreciation |
9.85 |
8.73 |
Profit / (Loss) Before Tax |
55.39 |
129.98 |
Less : Income Tax |
7.15 |
27.69 |
Less /Add : Deferred Tax |
(1.33) |
1.77 |
Net Profit / (Loss) After Tax |
46.91 |
100.52 |
Add : Profit brought forward from previous year |
1,009.23 |
908.71 |
APPROPRIATIONS |
0.00 |
0.00 |
Profit Carried Forward to Balance Sheet |
1,056.14 |
1,009.23 |
There was no revision in the Financial Statements.
2. HIGHLIGHTS OF PERFORMANCE
• Total income for the financial year 2022 - 23 was Rs. 122.08 lakhs as against
Rs. 186.10 lakhs earned in the previous financial year 2021 - 22 i.e. decrease by 34.41 %.
• Total Profit before Tax for the financial year 2022 - 23 was Rs. 55.39 lakhs as
against Rs. 129.98 Lacs earned in the previous financial year 2021 - 22 i.e. decrease by
57.38%.
3. TRANSFER TO RESERVES
The Board of Directors has not recommended transfer of any amount to reserves.
4. DIVIDEND
Your Directors are pleased to recommend a final dividend @ 10% i.e. of Re. 1 per equity
share of Rs. 10 each for the financial year ended 31st March, 2023 subject to
the approval of the Members at the 37th Annual General Meeting. The total outgo
for the current year amounts to Rs. 15 lakhs. (In the previous year, it was Nil).
5. BUSINESS OPERATIONS
Your Company is a member of National Stock Exchange (NSE) registered as Stock Broker
and carrying on the business in brokerage in shares. Your Company is an investor in shares
and also trades in futures & options. There was no change in nature of business of
your Company, during the year under review.
6. DISCLOSURES UNDER SECTION 134 (3) (l) OF THE COMPANIES ACT. 2013
No material changes and commitments which could affect your Companys financial
position have occurred between the end of the financial year of your Company i.e. 31st
March, 2023 and date of this report i.e. 30th May, 2023.
7. SHARE CAPITAL
The paid up Equity Share Capital as on 31st March, 2023 was Rs.
1,50,00,000/-. During the year under review, your Company has not issued shares with
differential voting rights nor granted stock options nor sweat equity. There was no change
in your Companys share capital during the year under review. The Promoter and Promoter
Group are holding 7,88,571 shares equivalent to 52.57% of the total Issued and Paid-up
Share Capital.
8. DIRECTORS
8.1 Retirement by Rotation
Pursuant to Section 152 (6) of the Companies Act, 2013 and in terms of the Articles of
Association of your Company, Mr. Manish Banthia (DIN: 00117002), Director retires by
rotation at the forthcoming Annual General Meeting and being eligible, offers himself for
re-appointment.
During the financial year, there are no changes in the composition of the Board of
Directors.
8.2 Key Managerial Personnel
The following persons have been designated as Key Managerial Personnel of your Company
pursuant to Section 2 (51) and Section 203 of the Act, read with Rule 8 (5) (iii) of the
Companies (Accounts) Rules, 2014 framed thereunder:
1. Mr. Manish Banthia, Whole - Time Director & Chief Financial Officer
2. Mr. Giriraj Dammani, Managing Director
3. Ms. Sudha Jodhani, Company Secretary and Compliance Officer*
None of the Key Managerial Personnel have resigned during the year under review.
None of the Directors have attained the age of 75 years.
8.3 Meetings of the Board
During the year your Company has held 4 (Four) Board Meetings which were held on 30th
May, 2022, 12th August, 2022, 14th November, 2022 and 14th
February, 2023. The maximum interval between any two meetings has not exceeded 120 days.
As per Section 167 (1) (b), all the directors have attended atleast one Board Meeting held
during the financial year.
9. PARTICULARS OF EMPLOYEES
During the Financial year, there was no employee in receipt of remuneration as
prescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
10 DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(3)(c) of the Companies Act, 2013:
a) that in the preparation of the Annual Financial Statements for the year ended 31st
March, 2023, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
b) that such accounting policies as mentioned in Note 3 to the Financial Statements
have been selected and applied consistently and judgement and estimates have been made
that are reasonable and prudent so as to give a true and fair view of the state of affairs
of your Company as at 31st March, 2023 and of the profit of your Company for
the year ended on that date;
c) that proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of your Company and for preventing and detecting fraud and other
irregularities;
d) that the Annual Financial Statements have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively;
f) that systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.
11. INTERNAL CONTROL SYSTEMS
Your Company maintains an adequate and effective Internal Control System commensurate
with its size and complexity. We believe that these internal control systems 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 preparation of
financial statements in conformity with established accounting principles and that the
assets of your Company are adequately safeguarded against significant misuse or loss.
12. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES. JOINT VENTURES OR
ASSOCIATE COMPANIES
There are no companies which have become or ceased to be its Subsidiaries, Joint
Venture or Associate Companies during the financial year 2022 - 23.
13. DEPOSITS
Your Company has not accepted deposit from the public and shareholders falling within
the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014. Hence, the requirement for furnishing details of deposits which are
not in compliance with the Chapter V of the Act is not applicable.
14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The details of loans, given and investments made covered under the provisions of
Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its
Powers) Rules, 2014 are given in the notes to the Financial Statements. During the
financial year, the Company has not given any guarantee or provided any security against
loan given under the provisions of Section 186 of the Companies Act, 2013.
15. RELATED PARTY TRANSACTIONS
A Related Party Policy has been adopted by the Board of Directors for determining the
materiality of transactions with related parties and dealings with them.
Further, the members may note that your Company has not entered into the following
kinds of related party transactions:
- Contracts / arrangement / transactions which are not at arms length basis
- Any Material contracts / arrangement / transactions [as per Regulation 23 of the SEBI
(LODR) Regulations, 2015]
16. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The criteria prescribed for the applicability of Corporate Social Responsibility under
Section 135 of the Companies Act, 2013 is not applicable to your Company.
17. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules, 2014, is as under:
A. Conservation of Energy, Technology absorption, adaptation and innovation
Your Company is not engaged in any manufacturing activity. Your Company is in service
industry.
Hence, your Company has not taken any energy conservation measures. There are no
additional investments and proposals, for reduction of consumption of energy. Your Company
has not deployed any Research and Development facility or absorbed any technology. Hence,
no disclosures are required to be given.
18. BUSINESS RISK MANAGEMENT
Your Company is a member of National Stock Exchange (NSE) registered as Stock Broker
and carrying on the business in brokerage in shares. Your Company is an investor in shares
and also trades in futures & options. The inheritant risks to the business of your
company are as follows:
a. Monetary Policy of the Country
b. Interest Rate Cycle
c. Fluctuation in crude oil and commodity prices
d. Changes in Government policies
e. Status of Indian & World Economy
The nature of risk is dynamic of business and entrepreneurship. Your Company has not
formed Risk Management Committee since it is not applicable under Regulation 21 of the
SEBI (LODR) Regulations, 2015.
19. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a vigil mechanism policy to report concern about unethical
behavior. Protected disclosures can be made by a whistle blower to report actual or
suspected frauds and mismanagement.
20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts which would
impact the going concern status of your Company and its future operations.
21. AUDITORS
21.1 Statutory Auditors
The members of the M/s. Paresh D. Shah & Co., Chartered Accountants are the
statutory auditors of the Company at its 36th Annual General Meeting held on 30th
September, 2022 for a term of 5 years. They shall hold office of statutory auditors from
the conclusion of 36th AGM till the conclusion of 41st AGM and shall
pursue statutory audit for 5 financial years beginning from 31st March, 2023.
In view of the amendment to Section 139 of the Companies Act, 2013, the Company is not
required to ratify the re-appointment of the Statutory Auditor at every Annual General
Meeting. Hence, the item of ratification of re-appointment of Statutory Auditor is not
considered in this Annual General Meeting. In view of the same M/s Paresh D. Shah &
Co., Chartered Accountants will continue to act as Statutory Auditors of the Company for
Financial Year 2023 - 24.
B. Foreign Exchange Earning & Outgo
Foreign Exchange Earnings/Outgo |
(Rs. In Millions) |
Foreign Exchange Earned |
Nil |
Foreign Exchange Outgo |
Nil |
21.2 Statutory Auditors Observations
The Report given by the Auditors on the financial statements of your Company is part of
the Annual Report. There has been no qualification, reservation, adverse remark or
disclaimer given by the Auditors in their Report.
21.3 Secretarial Audit
In terms of the provisions of Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has
appointed M/s. P P Shah & Co., Practicing Company Secretaries as Secretarial Auditors
for conducting Secretarial Audit of your Company for the financial year ended 31st
March, 2023.
The report of the Secretarial Auditor is attached as "Annexure A". The
Secretarial Audit Report does not contain any qualification, reservation or adverse remark
except provided at point 21.4 below.
21.4 Qualifications in Secretarial Audit Report
A. Constitution of Audit Committee & Nomination and Remuneration Committee:
As per Section 177 and 178 of the Act, the Company is required to constitute Audit
Committee & Nomination and Remuneration Committee. The Company has not
constituted Audit Committee & Nomination and Remuneration Committee. In this
regard the management of the Company has provided the following reply:
(i) The Volume and Nature of business is very small. The Company does not have the
function of Audit Committee & Nomination and Remuneration Committee.
B. Appointment of Internal Auditor:
As per Section 138 of the Act, the Company is required to appoint Internal Auditor. The
Company has not appointed Internal Auditor. In this regard the management of the
Company has provided the following reply:
(i) The size of operation of the Company is very small, accordingly, it is not viable
to appoint Internal Auditor but the Company has established the internal control system.
C. Website Posting:
As per the various sections of the Companies Act, 2013, regulations of the SEBI (LODR)
Regulations, 2015 and Secretarial Standard - 2, the Company is required to post various
information / policies on the website of the Company. The Company has not posted some
of the information / policies on the website of the Company. In this regard the
management of the Company has provided the following reply:
(i) The Company is filing regularly all the information with BSE and all the
information is available on the website of BSE.
D. Separate Meeting of Independent Directors and Performance Evaluation:
As per Section 178 read with Schedule IV of the Companies Act, 2013, the Company is
required to convene a separate meeting of Independent Directors. The Company is also
required to conduct performance evaluation of its Chairman, Committees, Executive and Non
Executive Directors including Independent Directors. The Company has not convened a
separate meeting of Independent Directors. The Company has also not conducted performance
evaluation of its Chairman, Board, Committees, Executive and Non Executive Directors
including Independent Directors.
In this regard the management of the Company has provided the following reply:
(i) The Company has not appointed Independent Directors since the volume and nature of
business of the Company is very small.
(ii) Since no independent director appointed in the Company, no performance evaluation
was done.
E. Composition of Board of Directors:
The present constitution of Board of Directors is represented by 2 Executive Director
and 1 Non-Executive Promoter Director. As per Section 149 of the Companies Act, 2013, the
Company is required to appoint Independent Director and Woman Director. The Company has
not appointed Independent Director and Woman Director. In this regard the management
of the Company has provided the following reply:
(i) The Volume and Nature of business is very small. Therefore, it is not viable to
appoint Independent Director and Woman Director.
22. REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the statutory auditors nor the secretarial
auditors have reported to the Audit Committee of the Board, under Section 143 (12) of the
Act, any instances of fraud committed against your Company by its officers or employees,
the details of which would need to be mentioned in this Report.
23. COST RECORDS
The provisions of Section 148 of the Companies Act, 2013 and Companies (Cost Records
and Audit) Rules, 2014 (hereinafter referred to as Rules) in respect of maintenance an
audit of cost records are not applicable to Company.
24. COMPLIANCE OF SECRETARIAL STANDARDS
The Board of Directors affirms that your Company has complied with the applicable
Secretarial Standards (SS) issued by the Institute of Companies Secretaries of India (SS1
and SS2), respectively relating to Meetings of the Board, its Committees and General
Meeting, which have mandatory application during the year under review.
25. EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 92 (3) of the Companies Act, 2013 read with Rule
12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual
Return in Form MGT - 9 of your Company for the financial year ended 31st March,
2023 is annexed herewith as "Annexure B".
26. GREEN INITIATIVES
In view of Covid 19 pandemic, the Ministry of Corporate Affairs vide its circular no.
17 / 2020 dated 13th April, 2020, circular no. 20 / 2020 dated 5th
May, 2020 and circular No. 10/2022 dated 28th December, 2022 and SEBI vide its
circular bearing reference no. SEBI/HO/CFD/CMD1/CIR/ P/2020/79 dated 12th May,
2020 and no. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated 5th January, 2023 has
dispensed with the requirement of sending hard copy of full annual report to the
shareholders.
Electronic copies of the annual report for the financial year 2022 - 23 and notice of
the 37th Annual General Meeting (AGM) are sent to all members whose email
addresses are registered with your Company / Depository Participant(s).
Members who have not registered their email address can do so by following the steps as
mentioned in the notes of notice of 37th Annual General Meeting. Alternatively,
if they need the soft copy of the annual report, they are requested to download the same
from the website of the Company i.e. www.firstcustodianfund.com or from the website
of BSE Limited i.e. www.bseindia.com or write to the Company at sudha
iodhani@vahoo.in.
Your Company provides e-voting facility to all its members to enable them to cast their
votes electronically on all resolutions set forth in the Notice. This is pursuant to the
Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and
Administration) Amendment Rules, 2015.
27. MANAGEMENT DISCUSSION AND ANALYSIS
Your Com pany is an investor in shares and also trades in futures & options. The
size of operation of your Company is very small. Hence, your Company has decided not to
provide Management Discussion and Analysis Report for the financial year ended 31st
March, 2023.
28. CORPORATE GOVERNANCE
As per Regulation 15(2) of the SEBI (LODR) Regulations, 2015, the provisions of
Corporate Governance are non-mandatory to the following class of Companies:
a. Companies having Paid-up Equity Share Capital not exceeding Rs. 10 Crore and Net
worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;
Provided that where the provisions of Regulation 27 becomes applicable to a company at
a later date, such company shall comply with the requirements of Regulation 27 within six
months from the date on which the provisions became applicable to the company.
b. Companies whose equity share capital is listed exclusively on the SME and SME- ITP
Platforms.
The Paid-up Share Capital of your Company is Rs. 1.50 Crores as on 31st
March, 2023. The Reserves and Surplus is Rs. 10.73 crores. Accordingly, the paid-up
capital and net worth is below the prescribed limit for mandatory applicability of
Corporate Governance clause as per Regulation 15(2)(a) of the SEBI (LODR) Regulations,
2015. Your Company has decided not to opt for compliance of Regulation 27 for the time
being.
29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.
PROHIBITION AND REDRESSAL) ACT. 2013
Your Company firmly believes in providing a safe, supportive and friendly workplace
environment - a workplace where our values come to life through the supporting behaviours.
Positive workplace environment and a great employee experience are integral part of our
culture. Your Company believes in providing and ensuring a workplace free from
discrimination and harassment based on gender.
Your Company educates its employees as to what may constitute sexual harassment and in
the event of any occurrence of an incident constituting sexual harassment, your Company
provides the mechanism to seek recourse and redressal to the concerned individual
subjected to sexual harassment.
Your Company has a Sexual Harassment Prevention and Grievance Handling Policy in place
to provide clarity around the process to raise such a grievance and how the grievance will
be investigated and resolved. An Internal Complaints Committee has been constituted in
line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
No complaint has been raised during the year ended 31st March, 2023.
30. WTD (CFO) AND MD CERTIFICATION
Certificate from Mr. Manish Banthia, Whole - Time Director & Chief Financial
Officer and Mr. Giriraj Dammani, Managing Director, pursuant to provisions of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, for the year under
review was placed before the Board of Directors of your Company at its meeting held on 30th
May, 2023. The certificate is attached and form part of this Report.
31. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE
Mr. Pradip Shah of M/s. P P Shah & Co., Practicing Company Secretaries, has issued
a certificate as required under the SEBI (LODR) Regulations, 2015, confirming that none of
the Directors on the Board of your Company have 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 attached and form part of this
Report.
32. INSOLVENCY AND BANKRUPTCY CODE
No application has ever been filed against the Company under the Insolvency and
Bankruptcy Code, 2016.
33. ONE TIME SETTLEMENT WITH BANKS
The Company has not made any settlement with banks or financial institutions.
34. LISTING WITH STOCK EXCHANGES
Your Company is listed with BSE Limited and your Company has duly paid the listing fees
to the Exchange.
35. ACKNOWLEDGEMENTS
Your Directors thank the various Central and State Government Departments,
Organizations and Agencies for the continued help and co-operation extended by them. The
Directors also gratefully acknowledge all stakeholders of your Company viz. customers,
members, banks and other business partners for the excellent support received from them
during the year. The Directors place on record their sincere appreciation to all employees
of your Company for their unstinted commitment and continued contribution to your Company.
36. CAUTIONARY STATEMENT
Statements in the Boards Report describing your Companys objectives, expectations or
forecasts may be forward-looking within the meaning of applicable securities laws and
regulations. Actual results may differ materially from those expressed in the statement.
For and on behalf of the Board of Directors
|
Manish Banthia |
Giriraj Dammam |
|
Whole - Time Director |
Managing Director |
|
and Chief Financial Officer |
DIN: 00333241 |
|
DIN : 00117002 |
|
Place: Mumbai |
|
|
Date: 30th May, 2023. |
|
|
+91-9892691696
