Inani Securities Ltd Directors Report.

To,

The Members,

The Directors have pleasure in presenting the 26th Annual Report of the Company, together with Financial Statements for the year ended March 31, 2020.

RESULTS OF OUR OPERATIONS:

The Companys financial performance for the year ended 31st March 2020 is summarized below:

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Particulars Year Ended 31st March 2020 Year Ended 31st March 2019
Total Revenue 248.66 208.89
Profit before Interest, Depreciation & Tax 108.01 79.55
Profit before Depreciation & Tax 65.01 38.11
Profit before Tax & Exceptional Items 37.52 21.00
Prior year Adjustment & Exceptional Items 0.89 0.15
Net Profit before taxation 36.63 20.85
Provision for Tax
Current Tax 5.76 4.01
Deferred Tax 0.81 2.95
Net Profit 30.05 13.88
Balance brought forward from the last year 1144.06 1130.18
Earlier year Tax 0 0
Depreciation / Deferred Tax Adjustments 0 0
Profit available for appropriation 30.05 13.88
Proposed Dividend NIL NIL
Balance Carried to Balance Sheet 1174.11 1144.06

Company Performance:

During the year under review, the company performed well as the net profit of the Company increased to Rs. 30.05 Lacs when compared with the previous year Net Profit of Rs. 13.88 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 2019-20 is retained as Surplus. The Company has not proposed to transfer any amount to any reserve.

> INFORMATION ON THE BOARD OF DIRECTORS OF THE COMPANY:

COMPOSITION OF THE BOARD OF DIRECTORS AS ON THE DATE OF 31ST MARCH,2020 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 2019-2020, 4 Meeting of Board of Director of the Company were held as on 31st May 2019, 31st July 2019, 30th October 2019 and 14th February 2020.

NAME OF THE DIRECTOR BOARD MEETING ATTENDED DURING THE YEAR WHETHER LAST AGM ATTENDED
Mr.Lakshmikanth Inani 4 YES
Mr.Vishnukanth Inani 2 YES
Mr.Ramakanth Inani 2 YES
Mr.Anand Rameshchandra Chandak 4. NO
Mr.Dhanraj Soni 3 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 2020, the Board consists of 6 Members, 2 of whom are Executive Directors. 3 are Independent Directors and 1 is a Director. 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.

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,6,00,000/- is being paid to Mr. Vishnukanth Inani, whole time director of the company and a remuneration of Rs.6,00,000/- is being paid to Mr. Lakashmikanth 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 2019-2020.

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.

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

> 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 Personnels 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 2019-2020 on 31/05/2019. The attendance record of the members at the meeting was as follows:

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 consist 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 2019-2020. The attendance record of the members at the meeting was as follows:

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, nonreceipt of Balance Sheet, non- receipt of declared dividends etc.,

ii. One meeting of stake holders relationship committee was held during the year on March 24th 2020.

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/lndependent 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 24/03/2020 without attendance of NonIndependent 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:

Name of the Company Members Designation / Category No. of meeting Held No. of meeting Attended
Mrs.Rama Kabra Chairman/lndependent 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 2020, to the Executive Directors are as follows:

Name Designation Remuneration
Lakshmikanth Inani Managing Director 6,00,000/-
Vishnukanth Inani Whole Time Director 6,00,000/-

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 2019-2020.

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.

(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 2019-2020.

" > 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 2019-2020.

Capital / Finance:

During the year, the company did not allot any shares to its shareholders. As on 31st March 2020, the issued, subscribed and paid up share capital of the company stood at Rs.45, 577,000/-, comprising 45, 57,700 equity shares of Rs.l0/-.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 28th September 2017 the Members approved appointment of M/s. Jeedigunta & Co., Chartered Accountants, Firm Registration No. 001322S 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 and a notice in respect of the same has been included in the Notice for this AGM. The Auditors report for FY 2019-2020 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. 2019-2020, as required under the Section 204 of the Companies Act, 2013 and Rules there under. The Secretarial Audit Report for the FY 2019-2020 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. J _ ,

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 requirement 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: 31-07-2020 (DIN: 00461829) (DIN: 00571377)
PLACE: HYDERABAD MANAGING DIRECTOR WHOLE TIME DIRECTOR