hind securities credit ltd share price Directors report

To

The Members,

Your Directors are pleased to present the 30^th Annual Report of Hind Securities & Credits Limited together with the Audited Financial Statement for the year ended on 31^st March, 2023.

FINANCIAL RESULTS (UNDER IND AS)

The performance during the period ended on 31^st March, 2023 has been as under:

Particulars	FY 2022-23	FY 2021-22
Revenue from Operations	2512.16	7,115.13
Other Income	48.89	51.42
Profit/loss before Depreciation, Finance Costs,	2561.05	7,166.55
Exceptional items and Tax Expense
Less: Depreciation/ Amortisation/ Impairment	4.98	13.52
Profit /loss before Finance Costs, Exceptional items	2556.07	7153.03
and Tax Expense
Less: Finance Costs	365.06	5,092.30
Less: Other Expenses	1870.24	2,586.69
Profit /loss before Exceptional items and Tax Expense	320.77	(525.96)
Less: Exceptional items	14.05	72.05
Less: Tax Expense	-	50.84
Current Tax	50.54	-
MAT Credit	(50.54)	-
Deferred Tax	(1.07)	-
Net Profit/ (Loss) after Tax	307.80	(648.85)
Add: Other Comprehensive Income	(4180.83)	5749.49
Total Comprehensive Income for the year	(3873.04)	5749.49

OPERATIONS

During the year under review, the Company has earned a profit of Rs.320.77 /- (in thousands) and in previous year the Company has suffered a loss of Rs.525.96/- (in thousands). The details of financial performance of the Company are appearing in the Balance Sheet and Profit & Loss account for the year ending 31^st March, 2023.

Further, detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Audited Financial Statements of the Company.

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.

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

The Company has not filed any application nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016, during the financial year.

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

The Company has not done any one time settlement with the Banks or Financial Institutions during the financial year.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of the business of the Company during the financial year.

CAPITAL STRUCTURE

As on 31st March, 2023, the Company has Authorised Share Capital of Rs. 5,50,00,000/- and Paid Up Share Capital of Rs. 5,10,05,000/-.

During the year under review, the Company has not issued shares or granted stock options or sweat equity shares, accordingly, there is no change in share capital during the year.

SUBSIDIARY, ASSOCIATE COMPANIES AND JOINT VENTURE COMPANIES

The Company does not have any subsidiary companies, joint venture or associate companies during the year under review. Further, no company has ceased to become its subsidiary company, joint venture or associate company during the same period.

HUMAN RESOURCES

The Company seeks to nurture a mutually beneficial relationship with its employees. This relationship is characterized by the investment which the Company makes in its employees by providing challenging roles and assignments opportunities for personal growth, relevant and timely performance support, training and an enabling environment. The Company seeks to create a workplace which combines achievement orientation with care for employees. The Company lists ‘people as one of its stated core values.

Your Company takes pride in the Commitment, Competence and dedication shown by its employees in all areas of business.

AMOUNT TRANSFERRED TO RESERVES

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review.

DEPOSITS

The Company has not accepted a deposit from the members or the general public as on 31^st March 2023. There are no small depositors in the Company.

MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no other material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of the report.

EXTRACT OF ANNUAL RETURN

The Annual Return of the Company as on 31^st March, 2023 is available on the Companys website https://www.supersecurities.in/images/Annual_Return/MGT-7_Annual%20Return_2022-2023.pdf

MEETINGS OF THE BOARD OF DIRECTORS

During the financial year under review, the Board of Directors duly met 10 (Ten) times. The dates on which the meetings were held are 13^th April, 2022, 19^th May, 2022, 25^th May, 2022, 27^th May, 2022, 1^st August, 2022, 3^rd September, 2022, 5^th September, 2022, 31^st October, 2022, 17^th February, 2023 and 28^th February 2023, and the prescribed quorum were present throughout the meetings.

Details and attendance of the Directors for the Board Meetings during the period under review:

Name of the Director	Date of Board Meetings and attendance of the Directors for the meetings during the period under review
	13.04.22	19.05.22	25.05.22	27.05.22	01.08.22	03.09.22	05.09.22	31.10.22	17.02.23	28.02.23
Mr. Jagdish Rai Bansal	Present	Present	Present	Present	Present	Present	Present	Present	Present	Present
Mr. Balraj Singhal	Present	Present	Present	Present	Present	Present	Present	Present	Present	Present
Mr. Shyam Lal Bansal	Present	Present	Present	Present	Present	Present	Present	Present	Present	Resigned
Mr. Sudhakar Gupta	Not Applicable	Not Applicable	Not Applicable	Not Applicable	Not Applicable	Not Applicable	Not Applicable	Not Applicable	Present	Present
Mr. Mukesh Kumar Goyal	Not Applicable	Not Applicable	Not Applicable	Not Applicable	Not Applicable	Not Applicable	Not Applicable	Not Applicable	Not Applicable	Present

CHANGE IN DIRECTORATE AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of the Act and the Companys Articles of Association, Mr. Jagdish Rai Bansal, Director, retires by rotation and, being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Mr. Balraj Singhal was appointed as Whole-Time Director of the Company w.e.f 17^th February, 2023

Following Director/KMP were appointed or resigned during the year under review:

Name	Designation	Appt./Resign.	Date of Appt./Resign.
Mr. Aman Mittal	CFO	Resignation	1st August, 2022
Mr. Sudhakar Gupta	Director	Appointment	17th February, 2023
Mr. Mukesh Kumar Goyal	Director	Appointment	28th February, 2023
Mr. Shyam Lal Bansal	Director	Resignation	28th February, 2023

None of the Directors is disqualified from being appointed as or holding the office of Directors as stipulated in Section 164 of the Act.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company maintains appropriate systems of internal controls, including monitoring procedures, to ensure that all assets and investments are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly. The Company has continued its efforts to align all its processes and controls with the best practices in these areas as well.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Act, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended on 31^st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they 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 and of the profit of the company for the same period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the company that are adequate and were operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

AUDITORS AND AUDITORS REPORT THEREON

Statutory Auditors

STRG & Associates, Chartered Accountants ((Firms Registration No. 014826N), were appointed as Statutory Auditors of the Company from the conclusion of the 29^th Annual General Meeting held on November 30, 2022 till the conclusion of the 34^th Annual General Meeting.

As per the provisions of Section 139 of the Act, they have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Audit Report of STRG & Associates, Chartered Accountants on the Financial Statements of the Company for the Financial Year 2022-23 is a part of the Annual Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Records & Cost Auditors

The provisions of Cost Audit and Records as prescribed under Section 148 of the Act, are not applicable to the Company.

Secretarial Auditors

Since your Company has delisted its equity shares from BSE Limited on March 16, 2021, accordingly the provisions of Section 204 of the Companies Act, 2013 with respect to Secretarial Audit is not applicable for the Financial Year 2022-23.

CORPORATE SOCIAL RESPONSIBILITY

As on date, the Company does not fall within the purview of CSR requirements.

SECRETARIAL STANDARDS OF ICSI

The Secretarial Standards i.e. SS-1 & SS-2 relating to meetings of the Board of Directors and General Meetings, respectively have been duly followed by the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no related party transactions entered during the financial year under Section 188 of Companies Act, 2013.

There were no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company at large.

The Company has adopted a Related Party Transactions Policy.

The Policy, as approved by the Board, is uploaded on the Companys website at the web link: https://www.supersecurities.in/avatar/policies/PolicyonRelatedPartyTransactions.pdf

PARTICULARS OF EMPLOYEES

Pursuant to Section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of top ten employees of the Company in terms of remuneration drawn including those employed throughout the year who was in receipt the remuneration exceeding One Crore and Two Lakhs Rupees per annum or if employed for a part of the financial year Eight Lakh and Fifty Thousand Rupees or more per month forms part of this report as "Annexure-A".

REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 and rules framed thereunder either to the Company or the Central Government.

BOARD DIVERSITY

Your Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will make a good use of differences in the skills, regional and industry experience, background, race, gender and retain a competitive advantage. The board of directors has adopted the ‘Board Diversity Policy which sets out the approach to diversity of the Board. The board diversity policy is available on our website www.supersecurities.in.

REMUNERATION POLICY

The details of the remuneration policy adopted by the Board of Directors of the Company is being published on the website of the Company and the link for the same is https://www.supersecurities.in/avatar/policies/NominationandRemunerationPolicy.pdf.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy

Being an investment company and not involved in any industrial or manufacturing activities, the Companys activities involve very low energy consumption and has no particulars to report regarding conservation of energy and technology absorption. However, efforts are made to further reduce energy conservation.

Foreign Exchange Earnings & Outgo

The foreign exchange earnings and outgo in the Company are as follows:

Foreign Exchange Earnings	: NIL
Foreign Exchange Outgo	: NIL

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Being a Non-Banking Financial Company, the provisions of Section 186 of the Companies Act, 2013 is not applicable to the Company.

BUSINESS RISK MANAGEMENT

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act. It establishes various levels of risks with its varying levels of probability, the likely impact on the business and its mitigation measures.

There have been no elements of risk which in the opinion of the Board would threaten the existence of the Company, however, the Company is been taking every possible effort to reduce or mitigate any general risk occurred / may occur, if any.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company has in place "Policy on Prevention and Redressal of Sexual Harassment at Workplace" in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (wherever applicable) and rules framed thereunder. During the year under review, there were no complaints received by the Company.

Also, the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or Courts or Tribunal impacting the going concern status and operations of the Company in future.

ACKNOWLEDGEMENT

The Board of Directors of the Company acknowledges with gratitude the co-operation and assistance received from RBI, Companys bankers, financers, Government and Non-Government authorities. The relationship with the employees remained cordial and your directors wish to place on record its deep sense of appreciation for the contribution made by the employees at all levels. The directors would also like to thank all the stakeholders for their continued support.

		By order of the Board of Directors
		For Hind Securities & Credits Limited
	Jagdish Rai Bansal	Balraj Singhal
Date: 10th November, 2023	Managing Director	Director
Place: Delhi	DIN: 00673384	DIN: 06827309