inani securities ltd share price Directors report

To,

The Members,

The Directors have pleasure in presenting the 29^th Annual Report of the Company, together with Financial Statements for the year ended March 31, 2023.

RESULTS OF OUR OPERATIONS:

The Companys financial performance for the year ended 31st March 2023 is summarized below:

Rs. in Lakhs

Particulars	Year Ended 31st March 2023	Year Ended 31st March 2022
Total Revenue	179.13	264.34
Profit before Interest, Depreciation & Tax	-10.67	110.17
Profit before Depreciation & Tax	-33.71	81.61
Profit before Tax & Exceptional Items	-67.03	52.50
Prior year Adjustment & Exceptional Items	2.48	-0.77
Net Profit before taxation	60.64	53.27
Provision for Tax
Current Tax	16.17	11.5
Deferred Tax	-1.00	2.12
Net Profit	45.14	39.64
Balance brought forward from the last year	1253.24	1213.60
Earlier year Tax	0	0
Depreciation / Deferred Tax Adjustments	0	0
Profit available for appropriation	45.14	39.64
Proposed Dividend	NIL	NIL
Balance Carried to Balance Sheet	1298.39	1253.24

Company Performance:

During the year under review, the company performed well as the net profit of the Company increased to Rs. 45.14 Lacs when compared with the previous year Net Profit of Rs. 39.49 Lacs.

Dividend:

Your directors do not recommend any dividend for the year under review, and has decided to retain the surplus with the company for furthering the growth of the company.

Reserves:

The entire Net profit of the company for the FY 2022-23 is retained as Surplus. The Company has not proposed to transfer any amount to any reserve.

Deposits:

During the year under review, your company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) rules 2014. There are no public deposits, which are pending for repayments.

Particulars of Loans, Guarantees or Investments:

Loans and Investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the Financial Statements provided in this Annual Report.

Further, it is informed that the Company has neither given any guarantees nor provided any security during the financial year under review.

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 Annual Accounts, the applicable accounting standards have been followed and there are no material discrepancies:

(ii) 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 and of the profit and loss of the Company for that period:

(iii) 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 (erstwhile Companies Act, 1956) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

(iv) The directors have prepared the annual accounts on a going concern basis:

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

(vi) The directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.

Particulars of Contracts or arrangements made with related parties:

During the year, the Company has not entered into any contract or arrangements with related parties which could be considered material according to the policy of the Company on Materiality of Related party Transaction.

HUMAN RESOURCE MANAGEMENT:

To ensure good human resources managements at Inani Securities Limited, we focus on all aspects of the employees life cycle. This provides a holistic experience for the employee as well. During their tenure at the Company, employees are motivated through various skill- development, engagement and volunteering programmers. All the while, we create effective dialogues through our communication channels to ensure that the feedback reach the relevant teams, including the leadership.

RATIO OF REMUNERATION TO EACH DIRECTOR:

Under Section 197 (12) of the Companies Act, 2013, and Rule 5 (1)(2) & (3) of the companies (Appointment & Remuneration) Rules, 2014, a remuneration of Rs,12,00,000/- is being paid to Mr. Vishnukanth Inani, whole time director of the company and a remuneration of Rs.12,00,000/- is being paid to Mr. Lakshmikanth Inani, Managing Director of the Company.

PARTICULARS OF THE EMPLOYEES:

The provision of Section 197 (12) read with the relevant rules is not applicable to the Company during the year under review.

The Company continues its focus on retention through employee engagement initiatives and provides a holistic environment where employees get opportunities to realize their potential.

KEY MANAGERIAL PERSONNEL:

Managing Director or Chief Executive Officer or manager and in their absence, a Whole-Time Director

(i) Mr. Lakshmikanth Inani, Din (00461829) is the Managing Director of the Company.

(ii) Mr. Vishnukanth Inani, Din (00571377) is the Whole Time Director of the Company.

CORPORATE GOVERNANCE:

The report on Corporate Governance as stipulated under (listing Obligation and Disclosure Requirement) Regulation 2015 is not appended to this report as it is not applicable to the Company. Since the paid up Capital of the Company is less then Rs.10 Crores and Net worth of the Company is less than Rs.25 Crores, Corporate Governance is not applicable.

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE:

As required under (Listing Obligations and Disclosure Requirement) Regulation 2015, the Auditors Certificate on Corporate Governance is not appended to this report as it is not applicable to the Company.

COMPLIANCE DEPARTMENT:

During the year under review Mr. Lakshmikanth Inani, is the Managing Director cum Compliance Officer of the Company. Details of Complaints / requests received, resolved and pending during the Financial Year 2022-2023.

DURING THE QUARTER	RECEIVED	RESOLVED	PENDING
NIL	NIL	NIL	NIL

The Compliance department of the Company is responsible for independently ensuring that the operating and business units comply with regulatory and internal guidelines. New instruction/guidelines issued by the regulatory authorities were disseminated across the company to ensure that the business units operate within the boundaries set by the regulators and that compliance risks are suitably monitored and mitigated in course of their activities & processes.

> INFORMATION ON THE BOARD OF DIRECTORS OF THE COMPANY:

COMPOSITION OF THE BOARD OF DIRECTORS AS ON THE DATE OF 31ST MARCH, 2023 IS MENTIONED BELOW:

NAME OF THE DIRECTOR	DESIGNATION	CATEGORY
Lakshmikanth Inani	Managing Director	Executive Director
Vishnukanth Inani	Whole Time Director	Executive Director
Ramakanth Inani	Director	Director
Anand Rameshchandra Chandak	Director	Independent Director
Dhanraj Soni	Director	Independent Director
Rama Kabra	Director	Independent Director

BOARD DIVERSITY:

The Company recognized and embraces the important of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender which will help us, retain our competitive advantage.

DETAILS WITH REGARDS TO MEETING OF BOARD OF DIRECTOR OF THE COMPANY:

During the FY 2022-2023, 6 Meeting of Board of Director of the Company were held as on 13^th May 2022, 31^st May 2022,12^th August 2022, 11^th November 2022, 14^th February 2023 and 26^th May 2023.

NAME OF THE DIRECTOR	BOARD MEETING ATTENDED DURING THE YEAR	WHETHER LAST AGM ATTENDED
Mr.Lakshmikanth Inani	6	YES
Mr.Vishnukanth Inani	4	YES
Mr.Ramakanth Inani	5	YES
Mr.Anand Rameshchandra Chandak	4	YES
Mr.Dhanraj Soni	4	YES
Mrs.Rama Kabra	3	YES

POLICY ON DIRECTORS APPOINTMENT AND REMUNRETION:

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independent of the Board, and separate its functions of governance and management. As on 31st July 2021, the Board consists of 5 Members, 2 of whom are Executive Directors. 3 are Independent Directors. The Board periodically evaluates the need for change in its composition and size.

Declaration by Independent Directors on Annual Basis:

The Company has received necessary declarations from each Independent Director i.e. Mr. Anand Rameshchandra Chandak , Mr. Dhanraj Soni and Mrs. Rama Kabra under Section 149(7) of the Companies Act, 2013, that he /she meets the criteria of independence laid down in section 149(6) of the Companies Act, 2013, and the same are enclosed to this Annual Report.

Resignation of Non-Independent Director:

Mr.Ramakanth Inani, Director of the Company have resigned from Directorship Due to his Personal Reasons.

BOARDS COMMITTEES:

Currently, the Board has three committees, the Audit Committee, The Nomination and Remuneration Committee, the Stake Holders Relationship Committee. All the committees are appropriately constituted. A detailed note on the Board and its Committees, including the details on the dates of Committee Meeting is provided below in the Annual Report. The Composition of the Committees and Compliances as per the applicable provisions of the Act and Rules, are as follows:

AUDIT COMMITTEE:

The Primary purpose of the Audit Committee of the Company as per the provisions of Section 177 of the Companies Act, 2013 is to assist the Board of Directors (the Board) of M/s. Inani Securities Limited, (the Company) in fulfilling its oversight responsibilities with respect to

> Overseeing the Companys Financial Reporting process and disclosure of financial information to ensure that the Financial Statements are correct, sufficient and credible;

> reviewing and examination with management the quarterly financial results before submission to the Board;

> reviewing and examination with management the annual financial statements before submission to the Board and the auditors report there on;

> review management discussion and analysis of the financial condition and result of operations;

> scrutiny of inter- corporate loans and investments made by the Company;

> reviewing with management the annual financial statements as well as investments made by the unlisted subsidiary companies;

> reviewing, approving or subsequently modifying any related party transactions in accordance with the related party transactions policy of the Company;

> approving the appointment of the Chief Financial Officer after assessing the qualification, experience and background, etc. of the candidate;

> recommending the appointment, remuneration and terms of appointment of Statutory Auditors of the Company and approval for payment of any other services;

> reviewing and monitoring the auditors independence and performance and effectiveness of audit process;

> reviewing management letters/letters of internal control weaknesses issued by the Statutory Auditors

> discussing with Statutory Auditors, before the audit commences, on the nature and scope of audit as well as having post-audit discussion to ascertain area of concern, if any;

> reviewing with management, Statutory Auditors and Internal Auditor, the adequacy of internal control system;

> recommending appointment, remuneration and terms of appointment of internal Auditors of the Company;

> reviewing the adequacy of internal audit function and discussing with Internal Auditors any significant finding and reviewing the progress of corrective action on such issues;

> evaluating internal financial control and risk management systems;

> valuating the functioning of Whistle Blowing Mechanism;

COMPOSITION:

The Audit Committee consists of the Three Independent Directors, Mr. Anand Rameshchandra Chandak is being designated as the Chairman of the Audit Committee Mrs. Rama Kabra and Mr. Dhanraj Soni as the Members of the Audit Committee.

The Committee met 4 times during the Financial Year 2022-2023. The attendance record of the members at the meeting was as follows:

NAME OF THE COMPANY MEMBERS	DESIGNATION/ CATEGORY	NO. OF MEETING HELD	NO. OF MEETING ATTENDED
Mr.Anand Rameshchandra Chandak	Chairman/Independent Non- Executive Director	4	2
Mrs.Rama Kabra	Member/ Independent Non- Executive Director	4	2
Mr.Dhanraj Soni	Member/ Independent Non- Executive Director	4	3

> NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Board has been constituted to bring on board the independent approach towards determining the remuneration payable/to be paid to the Directors and Key Managerial Personnel of the Company and to formulate policy of recruitment of the one level below the Key Managerial Personnel.

The Broad terms of reference of the Nomination and Remuneration Committee are as under:

Recommend to the board the set up and composition of the board and its committees. Including the "formulation of the criteria for determining qualifications, positive attributes and independence of a director. The committee will consider periodically reviewing the composition of the board with the objective of achieving an optimum balance of size, skills, independence, age, gender and experience.

• Recommend to the board the appointment of key managerial personnel (KMP as defined by Act) and executive team members of the Company (as defined by this committee).

• Carry out evaluation of every directors performance and support the board and Independent Directors in evaluation of the performance of the board, its committees an Individual Directors. This shall include formulation of criteria for evaluation Independent Directors and the board.

• Recommend to the board the remuneration policy for directors, executive team or key managerial personnel as well as the rest of the employees.

• On an annual basis, recommend to the board the remuneration payable to the directors and oversee the remuneration to executive team or key managerial personnel of the Company.

• Oversee familiarization programmed for directors.

• Oversee the human resource philosophy, human resource and people strategy and human resource practices including those for leadership development, rewards and recognition, talent management and succession planning (specifically for the board, key managerial personnel and executive team).

• Performing such other duties and responsibility as may be consistent with the provisions of the committee charter.

The Remuneration Committee consists of two independent directors- Mrs. Rama kabra the Chairman of the Committee and Mr. Anand Ramesh Chandak and one Director Mr. Ramakanth Inani as members of the Committee.

The Committee met 1 time during the financial year 2022-2023 on 31/05/2023 the attendance record of the members at the meeting was as follows:

Name of the Company Members	Designation / Category	No. of meeting Held	No. of meeting Attended
Mrs.Rama Kabra	Chairman/Independent Non- Executive Director	1	1
Mr.Anand Rameshchandra Chandak	Member/ Independent Non- Executive Director	1	1
Mr. Ramakanth inani	Member/ Director	1	1

The details of remuneration for the year ended 31st March 2023, to the Executive Directors are as follows:

Name	Designation	Remuneration
Lakshmikanth Inani	Managing Director	12,00,000/-
Vishnukanth Inani	Whole Time Director	12,00,000/-

The Company has paid sitting fees of Rs.1500/- per meeting of Board and Rs.500/- per meeting of Committee to Non-Executive Directors during the Financial Year 2022-2023.

REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES:

1. Scope:

The policy sets out the guiding principles for the Nomination and Remuneration Committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the company.

2. Policy:

i. Remuneration to Executive Director and key Managerial Personnel.

ii. The Board on the recommendation of the Nomination and Remuneration (NR) Committee shall review and approve the remuneration payable to the Executive Director of the Company within the overall approval by the shareholders.

iii. The Board on the recommendation of the Nomination and Remuneration Committee shall also review and approve the remuneration payable to key Managerial Personnel of the Company.

iv. The remuneration structure to the Executive Director and Key Managerial Personnel shall include the following components:

i. Basic pay

ii. Perquisites and Allowances

iii. Stock options

iv. Commission (Applicable in case of Executive Directors)

v. Retiral benefits

vi. Annual Performances Bonus.

v. The annual plan and objectives for Executive Committee shall be reviewed by the NR Committee and annual performance bonus will be approved by committee based on the achievement against the annual plan and objectives.

3. Remuneration to Non - Executive Director.

i. The Board on the recommendation of the NR Committee shall review and approve the remuneration payable to the Non- Executive Directors of the Company within the overall limits approved by the shareholders as per provisions of the Companies Act 2013.

ii. Non- Executive Directors shall be entitled to sitting fees for attending the meetings of the Board and the Committees there of. The Non- Executive Directors shall also be entitled to profit related commission in addition to the sitting fees.

4. Remuneration to other Employees.

Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets, experience and prevailing and remuneration levels for equivalent jobs.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

i. This Committee is responsible, interlaid to specifically look into the redresell of grievances of shareholders, debenture holders and other security holders including complaints related to transfer of shares, non- receipt of Balance Sheet, non- receipt of declared dividends etc.,

ii. One meeting of stake holders relationship committee was held during the year on March 24^th 2023.

iii. The composition of Stakeholders Relationship Committee and the details of meeting attendance by its members are given below:

Name	Designation/Category	No. of Meeting Held	No. of Meeting Attended
Mr. Dhanraj Soni	Chairman/Independent Non- Executive Director	1	1
Mrs.Rama Kabra	Member/ Independent Non- Executive Director	1	1
Mr.Anand Rameshchandra Chandak	Member/ Independent Non- Executive Director	1	1

BOARD EVAULTION:

As per section 149 of the Companies Act, 2013 read with clause VII (1) of the schedule IV and rules made there under, the Independent Directors of the Company had a Meeting on 24/3/2023 without attendance of Non-Independent Directors and Members of Management. In the meeting the following issues were taken up:

(a) Review of the performance of Non-Independent Directors and the Board as a whole.

(b) Review of the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors;

(C) Assessing the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Company has 3 (Three) Non- Independent Directors Namely:

1. Mr. Anand Rameshchandra Chandak

2. Mr. Dhanraj Soni

3. Mrs. Rama Kabra.

The meeting also reviewed and evaluated the performance of the Board as whole in terms of the following Aspects:

> Preparedness for Board/Committee meetings.

> Attendance at the Board/ Committee meetings.

> Guidance on Corporate Strategy, risk policy, Corporate Performance and Overseeing acquisitions and disinvestments.

> Monitoring the effectiveness of the companys governance practices.

> Ensuring a transparent board nomination process with diversity of experience, knowledge perspective in the Board.

Ensuring the integrity of the Companys accounting and financial reporting systems, including the independent audit, and that appropriate system of control are in place, in particular, system for financial and operating control and compliance with the law and relevant standards.

Listing:

The equity shares of M/s. Inani Securities Limited (Scrip Code: 531672) are listed at BSE Platform. The Company has paid the Listing Fees to the Exchange for the year 2022-2023.

Capital / Finance:

During the year, the company did not allot any shares to its shareholders. As on 31st March 2023, the issued, subscribed and paid-up share capital of the company stood at Rs.4,55,77,000/-, comprising 45, 57,700 equity shares of Rs.10/-.each.

Nature of Business:

There has been no change in the nature of Business of the Company.

Auditors:

Statutory Auditors:

At the AGM held on 27th September 2022 the Members approved appointment of_M/s. G.D. Upadhyay & Company, Chartered Accountants, Hyderabad (Firm Reg.No.05834S)_as Statutory Auditors of the Company to hold office for a period of Five Years from the conclusion of that AGM, subject to ratification of their appointment by Members at every AGM, if so required under the Act. The requirement to place the matter relating to auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7 2018. Accordingly, no resolution is being proposed for ratification of statutory auditors at ensuing AGM. The Auditors report for FY 2022-2023 does not contain any qualification, reservation, adversary mark or disclaimer.

The Company has received a certificate from the Statutory Auditors to the effect that their appointment if made, shall be in compliance with the provisions of section 139 and 141 of the Companies Act, 2013.

Secretarial Auditors:

M/s. Loya & Associates, Company Secretary in practice, was appointed to conduct the Secretarial Audit of the Company for the FY. 2022-2023, as required under the Section 204 of the Companies Act, 2013 and Rules there under. The Secretarial Audit Report for the FY 2022-2023 is appended as Annexure II to this report.

Comments of the Board on the qualification/ reservation/ adverse remarks/ disclosure made by the Statutory Auditors in the Secretarial Audit Report.

(i) The Auditors report does not contain any qualifications, reservations or adverse remarks by the Secretarial Auditors in the Secretarial Audit Report.

(ii) The Secretarial Audit Report does not contain any qualification, reservations or adverse remarks.

Internal Financial Control:

The Board has adopted the policies and procedures for orderly and efficient conduct of its business, including adherence to Companys Polices, the safe guarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

Risk Management:

In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy and the Board of Directors of the company reviews the same periodically. The companys risk management approach comprises governance of risk, identification of risk, and assessment of control of risk. The risk has been prioritized through a companywide exercise. Members of Senior Management have undertaken the ownership and working on mitigating the same through co-ordination among the various departments, insurance coverage security policy and personal accident coverage for lives of all employees. At present the company has not identified any element of risk which may threaten the existence of the Company.

Vigil Mechanism:

The Company has established a mechanism for Directors and employees to report their concerns relating to fraud, malpractice or any other activity or event which is against the interest of the Company. The same has been disclosed in this Annual Report under the heading Whistle Blower Policy, which forms parts of the Directors Report.

Statement on Material Subsidiary:

The Company currently does not have any Material Subsidiary.

Corporate Social Responsibility:

The company has not developed and implemented any Corporate Social Responsibility initiatives as the provision of section 135 of the Company Act, 2013 are not applicable to the company.

Particulars on conservation of energy, research and development, technology absorption and foreign exchange earnings and outgo:

Energy Conservation:

Conservation of energy continues to receive increased emphasis and steps are being taken into any foreign exchange and outgo and as a result, there is no foreign exchange money used or earned in the financial year 2022-2023.

Foreign Exchange Earnings and Outgo:

During the year no foreign exchange transaction occurred. The Company did not enter into any foreign exchange and outgo and as a result, there is no foreign exchange money used or entered in financial year 2022-2023.

Subsidiaries Joint Ventures and Associate Companies:

The Company does not have any Subsidiaries.and Joint Ventures or Associate Company.

Research and Development & Technology Absorption:

The Company has not adopted any Technology for its business and hence no reporting is required to be furnished under this heading. The Company will adopt necessary technology as and when required in the furtherance of the Business.

Extract of Annual Returns:

In accordance with Section 134(3) (a) and Section 92 (3) of the Companies Act, 2013, an extract of the Annual Returns in the prescribed format is appended as Annexure I to this Report.

Significant and Material Orders:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

Prevention of Sexual Harassment at Workplace:

The Company is committed to provide a safe and conducive work environment to its employees. Your directors further state that during the year under review, there was no case filed pursuant to the Sexual Harassment of Women at Workplace (prevention, Prohibition and Redressal) Act, 2013.

Secretarial Standards:

The Directors State that applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to "Meeting of the Board of Directors" and "General Meetings", respectively, have been duly followed by the Company.

Other Disclosures:

Your Directors State that no disclosure or reporting in respect to the following items as there were no transaction on these items during the year under review:

(i) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(ii) Issue of shares (including sweat equity shares) to employee of the company under any scheme.

(iii) Redemption of preference Shares and /or Debentures.

DISCLOSURES:

DETAILS OF RELATED PARTY TRANSACTION:

The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act 2013, is prescribed in this Annual Report as mentioned in the Financial Statements.

WHISTLE BLOWER POLICY:

The Board of Directors of Company has adopted the Whistle Blower Policy. Employees can report to the Managements concerned unethical behavior, act or suspected fraud or violation of the Companys Code of conduct Policy no employee has been denied access to the Audit Committee.

CODE OF CONDUCT:

In pursuance of the Securities and Exchange Board of India (prohibition of Insider Trading) Regulation 2011, the Board has approved the Code of conduct for prevention of Insider Trading and authorized the Audit Committee to implement and monitor the various requirements as set out in code.

ACKNOWLEDGEMENT:

Your directors wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work and support, your companys achievements would not have been possible. Your directors also wish to thanks its customers, agents, investors and bankers for their continued support and faith reposed in the company.

BY ORDER OF THE BOARD OF DIRECTOR FOR INANI SECURITIES LIMITED

	SD/-	SD/-
	LAKSHMIKANTH INANI	VISHNUKANTH INANI
DATE: 26-05-2023	(DIN:00461829)	(DIN:00571377)
PLACE: HYDERABAD	MANAGING DIRECTOR	WHOLE TIME DIRECTOR