IKAB Securities & Investment Ltd Directors Report.

[Pursuant to Section 134(3) of the Companies Act, 2013]

To,

The Members

IKAB SECURITIES AND INVESTMENT LIMITED

The Directors have pleasure in presenting the 28thAnnual Report together with the Audited Financial Statements for the year ended on March 31, 2019.

FINANCIAL RESULTS

The financial results of the Company are summarized as under:

(Rs. in lakhs)
Particulars Year ended 31.03.2019 Year ended 31.03.2018
Revenue from operations & other Income 8,970.86 15,300.58
Profit / (Loss) before Depreciation and Taxation 4.92 131.36
Depreciation & Amortization (0.95) (4.46)
Profit / (Loss) before tax 3.97 126.90
Less: Provision for Taxation
i) Current Tax 1.71 37.14
ii) Deferred tax (0.38) (0.60)
iii) Prior period taxes 3.29 -
Net Profit / (Loss) for the year (1.42) 90.36

OPERATIONS/STATE OF COMPANYS AFFAIRS

The year of elections always weighs down on the stock markets, given the uncertainty of results, and the past year was no exception. Despite the concerns, your company still managed to eke out a decent profit in its trading operations, but was hit by an NPA provision which affected the profitability. We are hopeful that the worst is behind us for NPA provisioning. With the mandate given to the BJP, we also expect deeper reforms to be effected in the economy, which will result in excellent long term gains.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

DIVIDEND & TRANSFER TO RESERVES

In order to conserve resources, the Directors do not recommend any dividend for the Financial Year 2018-19. No amount of profit was transferred to any Reserves.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Mr. Abhishek Bagri (DIN: 00015897), Wholetime Director & CFO of the Company resigned from the post of CFO effective from January 18, 2019. Mr.Anil Kumar Bagri (DIN: 00014338) resigned from the post of Managing Director of the Company effective from January 18, 2019 and continued to be Director on the Board of Directors of the Company.

Mr. Devang Dani was appointed as Chief Financial Officer of the company effective from January 18, 2019.

Mr. Anil Bagri (DIN: 00014338), Director of the Company, retires by rotation at the ensuing Annual General Meeting (AGM) in accordance with Section 152(6) of the Companies Act, 2013 and he is eligible for re-appointment.

INDEPENDENT DIRECTORS

Mr. Prerit Kamal Damani (DIN: 00015362) and Ms. Swati Dujari (DIN: 05349218), independent directors of the Company have submitted declarations that each of them meet the criteria of independence as provided in sub Section (6) of Section 149 of the Act there has been no change in the circumstances which may affect their status as an independent director during the year. In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge as required.

Term of office of aforesaid Ms. Swati Dujari as Independent Director will expire on September 28, 2019. As per Section 149 of the Act read with rules made thereunder, her re-appointment for second term requires the prior approval of the shareholders of the company by way of passing of special resolution in general meeting. On the basis of the results of the performance evaluation of the Ms. Swati Dujari and declaration of independence received from her, the Board recommends her re-appointment as Independent Director for second term of five consecutive years at the ensuing AGM.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS & COMMITTEES THEREOF

7 (Seven) meetings of the Board of Directors were held during the year 2018-2019.

The Committees of the Board have been constituted/ reconstituted in accordance with the provisions of the Companies Act, 2013.Currently, the Board has the following Committees:

Audit Committee, Nomination & Remuneration Committee, Finance Committee, Stakeholder Relationship Committee, Share Transfer Committee and Independent Director Committee. The details of meetings held during the year and the attendance of directors for these meetings forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

Provisions of Section 135 of the Companies Act, 2013 with regard to Corporate Social Responsibility are not applicable to the company.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower) Mechanism formulated by the Company provides a channel to the employees and Directors to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or Policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Managing Director/Chairman of the Audit Committee in exceptional cases. The revised policy is placed on the website of the Company which includes provisions enabling employees to report instances of leak of unpublished price sensitive information as per Reg. 9A, Sub Reg. 6 of SEBI (Prohibition of Insider Trading) Regulations, 2015; weblink: https://www.ikabsecurities.com/coc.php

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS

The Remuneration Policy for directors and senior management and the Criteria for selection of candidates for appointment as directors, independent directors and senior management are placed on the website of the Company weblink: www.ikabsecurities.com/policies.php There has been no change in the policies since the last fiscal year.

We affirm that the remuneration paid to the directors is as per the terms laid out in the Remuneration Policy of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(ii) 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 that period;

(iii) they 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;

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

(v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has proper and adequate system of internal financial controls commensurate with its nature and size of business and meets the following objectives:

• Providing assurance regarding the effectiveness and efficiency of operations

• Efficient use and safeguarding of resources

• Compliance with policies, procedures and applicable laws and regulations and

• Transactions being accurately reported and recorded timely

The Company has budgetary control system to monitor expenditures and operations against budgets on an ongoing basis. The internal auditor also regularly reviews the adequacy of internal financial control system.

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

The Company does not have any subsidiaries/ joint ventures/ associates.

EXTRACT OF ANNUAL RETURN

As provided under sub Section (3) of Section 92 and 134(3)(a) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management & Administration) Rules, the extract of annual return is enclosed in Form MGT-9, which forms part of the Boards Report as Annexure I. The same is available on weblink: http://www.ikabsecurities.com/annualfireports.php

AUDITORS & THEIR REPORT

Pursuant to Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the term of appointment of M/s. Aalok Mehta & Co., Chartered Accountants, Mumbai as the Statutory Auditors of the Company expires at the conclusion of the ensuing AGM.

M/s. Aalok Mehta & Co., over many years have successfully met the challenge that the size and scale of the Companys operations pose for auditors and have maintained the highest level of governance, ethical standards, rigour and quality in their audit. The Board place on record its appreciation for the services rendered by M/s. Aalok Mehta & Co., as the Statutory Auditors of the Company.

The Board of Directors of the Company on the recommendation of the Audit Committee, have made its recommendation for appointment of M/s. A.V. Arolkar & Co., Chartered Accountants, Mumbai, (FRN No. 100542W) as the Statutory Auditors of the Company by the Members at ensuing the 28thAGM for a term of 5 years.

M/s. A.V. Arolkar & Co., Chartered Accountants, Mumbai, (FRN No. 100542W), have consented to their appointment as Statutory Auditors and have confirmed that if appointed, their appointment will be in accordance with Section 139 read with Section 141 of the Act.

Necessary resolution seeking approval of the members for the appointment of M/s. A.V. Arolkar & Co., Chartered Accountants, Mumbai, (FRN No.100542W), as the Statutory Auditors of the Company for a term of five consecutive years has been incorporated in the Notice of the ensuing AGM of the Company.

You are requested to appoint Auditors and to fix their remuneration

The auditors report does not contain any qualifications, reservations or adverse remarks in their report.

SECRETARIAL AUDIT AND THEIR REPORT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Parikh & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditor for auditing the secretarial records of the Company for the financial year 2018-19 and their Report is attached hereto as Annexure II.

The Report of the Secretarial Auditor does not contain any observations or adverse remarks.

DISCLOSURE

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.

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

In view of nature of business of the Company, particulars regarding conservation of energy and technology absorption are not given. However, the Company has taken various measures to conserve energy at all levels.

There was no foreign exchange earnings and outgo during the year under report.

PARTICULARS OF EMPLOYEES

Pursuant to Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of employees are annexed as Annexure III.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public during the year.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITY

No significant or material orders were passed by any regulator or court that would impact the going concern status of the Company and its future operations.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments pursuant to the provisions of the Section 186 of the Companies Act, 2013 during the year under report.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has framed a risk management policy and is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

RELATED PARTY TRANSACTIONS

Particulars of transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report as Annexure IV.

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Boards own performance, Board committees and individual directors was carried out pursuant to the provisions of the Act in the following manner:

Sr. No. Performance evaluation of Performance evaluation performed by Criteria
1. Each Individual directors Nomination and Remuneration Committee Attendance, Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and guidance provided, key performance aspects in case of executive directors etc.
2. Independent directors Entire Board of Directors excluding the director who is being evaluated Attendance, Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution, and guidance provided etc.
3. Board and its committees All directors Board composition and structure; effectiveness of Board processes, information and functioning, fulfilment of key responsibilities, performance of specific duties and obligations, timely flow of information etc.
The assessment of committees based on the terms of reference of the committees and effectiveness of the meetings.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Company has not received any complaint of sexual harassment during the financial year 2018-19.

LISTING FEES

The Company has paid the listing fees to BSE Limited for the year 2019-2020.

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 is available on our website www.ikabsecurities.com/policies.php

MANAGEMENTS DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managements discussion and analysis is set out in this Annual Report. As Annexed in Annexure V.

CORPORATE GOVERNANCE REPORT

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Corporate Governance is not mandatory to the Company.

MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under Section 148(1) of the Act is not applicable to the company.

COMPLIANCES OF SECRETARIAL STANDARD

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.

APPRECIATION

The Board of Directors is thankful to its Bankers and Institutions for the support and financial assistance from time to time.

Your Directors are pleased to place on record their sincere appreciation to all the employees of the Company whose untiring efforts have made achieving its goal possible. Your Directors wish to thank the Central and State Governments, customers, suppliers, business associates, shareholders for their continued support and for the faith reposed in your Company.

For and on behalf of the Board
sd/-
Indra Kumar Bagri
Place: Mumbai Chairman
Date: July 11, 2019 DIN: 00014384