To,
The Members
Vertex Securities Limited
The Directors of your Company are pleased to present the 30th Annual Report on the
business and operations of the Company and the Audited Financial Statements for the
Financial Year ("FY") ended March 31,2023.
COMPANY OVERVIEW
Vertex Securities Limited offers comprehensive brokerage services across various
financial segments, including equity, equity derivatives, currency derivatives, and
commodities. The Company provides a well-diversified portfolio of financial services which
includes online mutual funds, online insurance support/services, and online account
opening. The Company provides an extensive array of products and services thoughtfully
curated to empower customers in their pursuit of expanding their financial assets.
FINANCIAL HIGHLIGHTS
The table below gives the standalone and consolidated financial highlights of the
Company for the year ended March 31,2023, as compared to the previous year.
(Rs. in lakhs)
| Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Total Income |
785.38 |
899.17 |
838.19 |
955.85 |
| Total Expenditure |
855.90 |
876.98 |
893.83 |
928.12 |
| Profit / (Loss) before Exceptional Items and Tax |
(70.52) |
22.19 |
(55.63) |
27.73 |
| Exceptional Items |
0.00 |
0.00 |
0.00 |
0.00 |
| Total Tax Expenses |
0.00 |
0.00 |
(0.71) |
0.00 |
| Profit/(Loss) for the Year |
(70.52) |
22.19 |
(54.92) |
27.73 |
| Other Comprehensive Income |
(0.67) |
(1.70) |
(0.50) |
(0.57) |
| Total Comprehensive Income |
(71.19) |
20.49 |
(55.42) |
27.16 |
PERFORMANCE REVIEW Standalone Performance
The total revenue of the Company for FY 2022-23 stood at Rs. 785.38 lakhs as compared
to Rs. 899.17 lakhs in the previous year. The operations have recorded a loss of Rs. 70.52
lakhs as compared to profit of Rs. 22.19 lakhs in the previous year.
Consolidated Performance
The total consolidated revenue of the Company for FY 2022-23 stood at Rs.838.19 lakhs
as compared to Rs. 955.85 lakhs in the previous year. The consolidated operations have
recorded a loss of Rs. 55.63 lakhs as compared to a profit of Rs. 27.73 lakhs in the
previous year.
CONSOLIDATED ACCOUNTS
The Consolidated Financial Statements of the Company are prepared in accordance with
Section 129 of the Companies Act, 2013 ("Act") read with relevant Accounting
Standards issued by the Institute of Chartered Accountants of India and
forms part of this Annual Report. Pursuant to Section 136 of the Act, the standalone
financial statements of the Company and the consolidated financial statements along with
the relevant documents form part of this Annual Report and separate audited accounts in
respect of the subsidiary are available on the website of the Company at
https://vertexbroking.com/Investors/ VertexCommoditiesFinancialResults.
STATE OF COMPANYS AFFAIRS AND OPERATIONS
The Company plays a pivotal role in guiding investors to efficiently direct their
household savings into the dynamic capital market, thus fostering the cultivation of
long-term wealth.
In line with its commitment to enhancing convenience, the Company has introduced
Aadhar-based digital onboarding. This innovative approach empowers customers to seamlessly
initiate their engagement with the Company and conduct transactions from the secure
confines of their homes. Further, the Company has enhanced its portfolio analysis and
financial planning applications. Moreover, the efforts to diversify its business
portfolio by distribution of Third-Party Products, such as Mutual Funds,
Non-Convertible Debentures and insurance products, are anticipated to yield tangible
outcomes in the present year.
DIVIDEND
Considering the loss suffered by the Company, your Directors have not recommended any
dividend for the year.
TRANSFER TO RESERVE
The Company has not transferred any amount to the Reserves for the year ended March
31,2023.
SHARE CAPITAL Authorised Capital
The Authorised Capital of the Company is Rs. 25,73,25,000 comprising Rs. 25,45,49,200/-
(Rupees Twenty Five Crore, Forty Five Lakh, Forty Nine Thousand, Two Hundred Only) of
12,72,74,600 (Twelve Crore, Seventy Two Lakh, Seventy Four Thousand, Six Hundred) Equity
Shares of Rs.2/-(Rupees Two Only) each and Rs. 27,75,800 ( Rupees Twenty Seven Lakh,
Seventy Five Thousand and Eight Hundred Only ) of 27,758 Non-cumulative Redeemable
Preference Shares of Rs. 100/- ( Rupees Hundred Only)
Issued, Subscribed & Paid-Up Capital
The issued, subscribed and paid-up Share Capital as on March 31,2023 was Rs 14.80
Crores, comprising of 7,40,12,189 Equity Shares of the face value of Rs. 2 each, fully
paid-up.
During the financial year 2022-23, the Company has redeemed 27,758 of 15%
Non-cumulative Redeemable Preference Shares of Rs. 100/- each aggregating to Rs. 27,75,
800/-.
Further, the Company has not issued any convertible securities or shares with
differential voting rights nor has granted any stock options or sweat equity or warrants.
OPERATIONS OF SUBSIDIARY
VERTEX COMMODITIES AND FINPRO PRIVATE LIMITED
Vertex Commodities And Finpro Private Limited (VCFPL) is a wholly owned subsidiary of
the Company engaged in commodity broking business. VCFPL is a member of the Multi
Commodity Exchange of India Ltd. (MCX).
During the year, VCFPL applied for the surrender of trading membership of Indian
Commodity Exchange Limited and National Commodity and Derivatives Exchange Ltd and the
same was approved by the Exchange.
During the year ended March 31,2023, VCFPL had total revenue of Rs. 52.81 lakh and net
profit of Rs. 15.59 lakh as against the total revenue of Rs. 56.68 lakh and net profit of
Rs 5.54 lakh in the previous year.
The Consolidated Financial Statements presented by the Company include the financial
results of its subsidiary company.
Pursuant to provisions of Section 129(3) of the Act, a statement containing salient
features of the financial statements of the Companys subsidiary in Form AOC-1 is attached
to the financial statements of the Company.
Your Company has also formulated a policy for determining material subsidiaries, which
is available on the website of the Company at the web link:
https://www.vertexbroking.com/Home/ CompanyPolicy
PUBLIC DEPOSITS
The Company has not accepted any deposits and as such no amount on account of principal
or interest on public deposit under section 73 and 76 of the Act, read together with the
Companies (Acceptance of Deposits) Rules, 2014 was outstanding as on March 31,2023.
LOAN FROM DIRECTORS
During the financial year, the Company has taken loan from Director of the Company, and
declaration in to that effect have been received and the details are as given below:
| Opening Amount |
Addition During the Year |
Repaid During the Year |
Closing Amount |
| - |
9,50,00,000 |
6,00,00,000 |
3,50,00,000 |
PARTICULARS OF LOANS, GUARANTEES OR INVESTEMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Act, are separately disclosed in this Annual Report, as part of the notes to
the Financial Statements.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per Regulation 34(2)(e) of SEBI Listing Regulations, a separate section on
Management Discussion and Analysis Report highlighting the business of your Company forms
part of the Annual Report. It, inter-alia, provides details about the economy, business,
performance review of the Companys various businesses and other material developments
during the year 2022-23 and is separately attached as Annexure A.
REPORT ON CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of ethics and governance,
resulting in enhanced transparency for the benefit of all stakeholders. The Company has
complied with the requirements under the Act and as stipulated under the provisions of the
SEBI Listing Regulations.
The Report on Corporate Governance as stipulated under Regulation 34(3) read with
Schedule V of the SEBI Listing Regulations forms part of this Report as Annexure B.
A certificate of the Statutory Auditor confirming compliance of the Corporate Governance
requirements by the Company is attached to the Report on Corporate Governance.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors
Following mentioned are the Directors of the Company as on March 31,2023 :
| Sr. No Name of the Director |
Designation |
| 1. Mr. Kumar Nair |
Chairman |
| 2. Mr. Ramachandran Unnikrishnan |
Managing Director |
| 3. Mr. George Joseph Mampillil |
Director & Chief Financial Officer |
| 4. Mr. James Pothen |
Independent Director |
| 5. Mr. Jose Thomas Polachira |
Independent Director |
| 6. Mrs. Latha Anand |
Independent Director |
Retirement by Rotation
In accordance with the provisions of Section 152 of the Act, read with Companies
(Appointment and Qualification of Directors) Rules, 2014, Mr. Kumar Nair (DIN: 00320541),
retires by rotation at the ensuing Annual General Meeting and being eligible, has offered
himself for re-appointment and your Board has recommended his re-appointment.
Pursuant to Regulation 36(3) of the SEBI Listing Regulations, brief resume of the
Director proposed for appointment/re- appointment has been given in the statement annexed
to the Notice convening the Annual General Meeting.
DECLARATION BY INDEPENDENT DIRECTORS
The Company after due assessment took on record the necessary declarations received
from each of the Independent Directors under Section 149(7) of the Act, that they meet the
criteria of Independence laid down in Section 149(6) of the Act, and Regulation 16(1)(b)
of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing
Regulations, the Independent Directors have confirmed that they are not aware of any
circumstance or situation, which exist or may be reasonably anticipated, that could impair
or impact their ability to discharge their duties. Further, all the Independent Directors
on the Board of the Company are registered with the Indian Institute of Corporate Affairs,
Manesar, Haryana ("IICA") as notified by the Central Government under Section
150(1) of the Act and shall undergo online proficiency self-assessment test within the
time prescribed by the IICA, if applicable. The Board after taking
these declarations/ disclosures on record and acknowledging the veracity of the same,
is of the opinion that the Independent Directors of the Company possess requisite
qualifications experience, expertise, hold highest standards of integrity and are
independent of the Management of the Company. The terms and conditions of appointment of
Independent Directors are available on the website of the Company at https://www.
vertexbroking.com/Home/CompanvPolicv
FAMILIARIZATION PROGRAMME FOR DIRECTORS
The Independent Directors of the Company are persons of integrity, possessing rich
experience and expertise in the field of corporate management, finance, capital market,
economic and business information. The Company has issued appointment letter to the
Independent Directors setting out in detail, the terms of appointment, duties, roles &
responsibilities and expectations of the Independent Director. The Board of Directors has
complete access to the information within the Company. Presentations are regularly made to
the Board of Directors / Audit Committee / Nomination, Remuneration and Compensation
Committee / Stakeholders Relationship Committee on various related matters, where
Directors have interactive sessions with the Management. Further the Managing Director
also holds one to one discussion with the newly appointed Director to familiarize with the
Companys operations.
The details of the Companys familiarization programme for Independent Directors can be
accessed at https://www. vertexbroking.com/Home/CompanvPolicv
ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Nomination, Remuneration and Compensation Committee of the Company has laid down
the criteria for performance evaluation of the Board and individual directors including
the Independent Directors and Chairperson covering various aspects of the Boards
functioning such as adequacy of the composition of the Board and its committees, Board
Culture, execution and performance of specific duties, obligations and governance. It
includes circulation of evaluation forms separately for evaluation of the Board, its
Committees, Independent Directors / NonExecutive Directors / Executive Directors and the
Chairman of your Company.
The Board and the Nomination, Remuneration And Compensation Committee reviewed the
performance of individual Directors including the Chairman and the Managing Director on
their personal performance, participation, contribution and offering guidance and
understanding of the areas which were relevant to them in their capacity. The Directors
were also assessed on selected parameters related to roles, responsibilities and
obligations of the Board and functioning of the Committees including assessing the
quality, quantity and timeliness of flow of information between the Companys Management
and the Board which is necessary for the Board to effectively and reasonably perform their
duties.
In a separate meeting of Independent Directors held on March 17, 2023, performance of
Non-Independent directors, the Board as a whole and the Chairman of the Company was
evaluated, taking into account the views of Executive Directors and NonExecutive
Directors.
The Board expressed its satisfaction with the evaluation results, which reflects the
high degree of engagement of the Board and its Committees with the Company and its
Management.
KEY MANAGERIAL PERSONNEL (KMP)
Pursuant to the provisions of Section 203 of the Act, following are the KMP of the
Company as on March 31, 2023:
| Sr.No Name of the KMP |
Designation |
| 1. Mr. Ramachandran Unnikrishnan |
Managing Director |
| 2. Mr. George Joseph Mampillil |
Director & Chief Financial Officer |
| 3. Ms. Preeti Jain |
Company Secretary |
During the year, Ms. Pranali Kadam resigned as Company Secretary and Compliance Officer
of the Company effective November 12, 2022. Mr. Ramchandra Unnikrishnan, Managing Director
took additional responsibility and was designated and appointed as Compliance Officer of
the Company on interim basis. The Company appointed Ms. Preeti Jain as Company Secretary
and Compliance Officer of the Company w.e.f. March 17, 2023. With this appointment, Mr.
Ramachandran Unnikrishnan, who was appointed as the Compliance Officer of the Company for
the interim period ceased to be the Compliance Officer of the Company.
With the resignation of Ms. Preeti Jain effective May 31, 2023, Mr. Hussain Bohra was
appointed as Company Secretary and Compliance Officer of the Company w.e.f. June 1,2023.
However due to unavoidable personal reasons, Mr. Hussain Bohra was unable to continue as
Company Secretary and Compliance Officer and Mr. Aniket Malekar was appointed effective
July 24, 2023.
MEETINGS OF THE BOARD AND COMMITTEES
The Board met 5 (five) times. The details of which are given in the Corporate
Governance report. The intervening gap between two consecutive meetings was within the
period prescribed under the Act, Secretarial Standards on Board Meetings and SEBI Listing
Regulations as amended from time to time.
The Board on the recommendation of the Nomination, Remuneration and Compensation
Committee has adopted a policy for selection, appointment and remuneration of Directors,
Key Managerial Personnel and Senior Management. The said policy is available on the
website at https://www.vertexbroking. com/Home/CompanyPolicy.
The salient features of the Policy are provided in the Corporate Governance Report.
BOARD COMMITTEES
The Board has constituted following Committees in compliance with the requirements of
the business and relevant provisions of applicable laws and statutes:
• Audit Committee
• Nomination, Remuneration and Compensation Committee
• Stakeholders Relationship Committee
All decisions pertaining to the constitution of the Committees, appointment of members
and fixing of terms of reference/role of the Committees are taken by the Board of
Directors.
Details of the role and composition of these Committees, including the number of
meetings held during the financial year and attendance at meetings, are provided in the
Corporate Governance Report, which forms a part of the Annual Report.
AUDIT COMMITTEE
As on March 31,2023 the Audit Committee comprises Mr. James Pothen, Mr. Jose Thomas
Polachira and Mr. Ramachandran Unnikrishnan as its Members. The Committee comprises of
majority of Independent Directors with Mr. James Pothen, being the Chairman.
NOMINATION REMUNERATION AND COMPENSATION COMMITTEES
As on March 31, 2023 the Nomination, Remuneration and Compensation Committee comprises
Mr. Jose Thomas Polachira, Mr. James Pothen and Mr. Kumar Nair as its members. The
Committee comprises of majority of Independent Directors with Mr. Jose Thomas Polachira,
being the Chairman.
STAKEHOLDERS RELATIONSHIP COMMITTEE
As on March 31,2023 the Stakeholder Relationship Committee comprises Mr. James Pothen,
Mr. Jose Polachira and Mr. Ramachandran Unnikrishnan as its Members. The Committee
comprises of majority of Independent Directors with Mr. James Pothen, being the Chairman.
The details with respect to the composition, powers, roles, terms of reference, etc. of
the aforesaid Committees are given in the Corporate Governance Report which is presented
in a separate section and forms part of the Annual Report.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
The Board of Directors affirms that the Directors have devised proper systems to ensure
compliance with the provisions of all applicable Secretarial Standards issued by the
Institute of Companies Secretaries of India and that such systems are
adequate and operating effectively. The Company has complied with the applicable
Secretarial Standards.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The Companys internal financial control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. The Companys internal financial control over financial
reporting includes those policies and procedures that pertains to maintenance of records,
provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements and provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use or disposition of the Companys
assets that could have a material effect on the financial statements.
The Companys Board and Audit Committee reviews the adequacy and effectiveness of
internal control systems, internal audit reports and legal compliances and provides
guidance for further strengthening them. The Audit Committee reviews all quarterly and
yearly financial results of the Company and recommends the same to the Board for its
approval.
SIGNIFICANT AND MATERIAL ORDERS IMPACTING GOING CONCERN STATUS
No significant or material orders were passed by the Regulators or Courts or Tribunals
which impact the going concern status and Companys operation in future.
MAINTENANCE OF COST RECORDS
The provisions of Section 148 of the Act are not applicable to the Company.
Accordingly, there is no requirement of maintenance of cost records as specified under
Section 148(1) of the Act.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Act, the Company had appointed M/s.
Yogesh Sharma & Co., Practicing Company Secretaries, as the Secretarial Auditor of the
Company for the year under review, to conduct Secretarial Audit of the Company.
The Secretarial Audit Report for the year under review issued by M/s Yogesh Sharma
& Co. is annexed to this Report as Annexure C.
The Secretarial Audit Report for the year under review issued by M/s Yogesh Sharma
& Co. is annexed to this Report as Annexure C. The observations of the Secretarial
Auditor in his report and the management response to the observations are self-explanatory
and therefore, the Directors do not have any further comments to offer on the same.
VCFPL, material subsidiary of the Company as per Regulation 16(1)(c) of SEBI Listing
Regulations, has also obtained Secretarial Audit Report from M/s Yogesh Sharma & Co.,
Practicing Company Secretaries. The said report also forms a part of this Annual Report as
Annexure D.
Further, in terms of the provisions of the Circular No. CIR/CFD/ CMD1/27/2019 dated 8th
February, 2019 issued by Securities and Exchange Board of India, the Company has obtained
the Annual Secretarial Compliance Report for the financial year ended March 31, 2023,
thereby confirming compliance of the applicable SEBI Regulations and circulars /
guidelines issued thereunder, on behalf of the Company.
STATUTORY AUDITORS
At the 26th Annual General Meeting (AGM) of the Company held in the year
2019, the Shareholders had approved the appointment of S. S. Khan & Co., Chartered
Accountants, (Firm Registration No.133324W), as the Statutory Auditors of the Company for
a period of five years from the conclusion of the 26th AGM till the conclusion
of the 31st AGM, in terms of the applicable provisions of Section 139(1) of the
Act, read with the Companies (Audit and Auditors) Rules, 2014.
The Auditors Report on the Financial Statements (Standalone and Consolidated) of the
Company for the year under review, "with an unmodified opinion", as given by the
Statutory Auditors, is disclosed in the Financial Statements forming part of this Annual
Report. The Auditors Report is clean and there are no qualifications in their Report.
The Notes to the Financial Statements (Standalone and Consolidated) are
self-explanatory and do not call for any further comments.
REPORTING OF FRAUD BY AUDITORS
During the year under review, neither the Statutory Auditors or Secretarial Auditors
have reported to the Audit Committee under Section 143(12) of the Act, any instances of
fraud committed against your Company by its officers and employees, details of which would
need to be mentioned in the Directors Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION
188(1) OF THE ACT, 2013
All related party transactions that were entered into during the year were on arms
length basis and in the ordinary course of business except as disclosed in Form AOC-2
which form part of the Board report as Annexure E. The Audit Committee has approved
the related party transactions and subsequently the same were approved by the Board of
Directors from time to time and the same are disclosed in the Financial Statements of the
Company for the year under review.
Further, pursuant to the provisions of the Act and the SEBI Listing
Regulations, the Board of Directors has, on recommendation of the Audit Committee,
adopted a Policy on Related Party Transactions and the said policy is available on the
website of the Company at https://www.vertexbroking.com/Vertex/ CompanyPolicy
ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual
Return of the Company for the financial year ended March 31, 2023 is uploaded on the
website of the Company and can be accessed at https://www.vertexbroking.com/Investors
POLICIES
NOMINATION AND REMUNERATION POLICY
Pursuant to Section 178 of the Act, the Board has devised Nomination and Remuneration
Policy for determining director attributes and remuneration of Directors, Key Managerial
Personnels and Senior Management Employees. The said Policy is available on the website of
the Company https://www. vertexbroking.com/Home/CompanvPolicv
CODE FOR PREVENTION OF INSIDER TRADING
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations,
2015, as amended from time to time, the Company has adopted a Code of Fair Disclosure to
formulate a framework and policy for disclosure of events and occurrences that could
impact price discovery in the market for its securities as per the requirements under the
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
The Code of Fair Disclosure has been made available on the Companys website at
https://vertexbroking.com/Home/ CompanyPolicy
RISK MANAGEMENT POLICY
Risks are an integral part of business and it is imperative to manage these risks at
acceptable levels in order to achieve business objectives. The risks to which the Company
is exposed to are both external and internal. The Company has in place a Risk Management
Policy, to identify and evaluate the various elements of risk, which may pose a threat to
the business and existence of the Company. After identifying the risk and assessing the
level of impact, controls are put in place to mitigate the risk. The policy has different
risk models, which help in identifying risks trend, exposure and potential impact analysis
at the Company Level.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
The Company has Whistle Blower Policy encompassing vigil mechanism to report genuine
concerns and grievances of directors and employees in confirmation with section 177(9) of
the Act and Regulation 22 of SEBI Listing Regulations. The Policy provides adequate
safeguards against victimization of
persons who use the Whistle Blower mechanism. It provides appropriate avenues to the
employees to bring to the attention of the management any issue, which is perceived to be
in violation or in conflict with the fundamental business of the Company. The employees
are encouraged to voice their concerns by way of the policy and have been given access to
the Audit Committee. The policy is available on the website of the Company at https://www.
vertexbroking.com/Home/CompanvPolicv
CORPORATE SOCIAL RESPONSIBILITY POLICY
The provisions pertaining to Corporate Social Responsibility (CSR) are not applicable
to the Company.
POLICY ON SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at work place and has adopted a
policy on prevention, prohibition and redressal of sexual harassment at workplace in line
with the provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules framed there under.
The Company has constituted an Internal Complaints Committee as per Section 4 of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Your Directors state that during the year under review, there was no complaint received
pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act 2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company ensures optimized and efficient consumption of energy in all the
offices/branches of the Company located across India. With the implementation of its
digital initiatives, the Company has also substantially reduced its paper consumption.
The Company has always leveraged technological innovations to improve its operational
efficiency and satisfy and retain its customer base. Keeping in line with the SEBI
guidelines, the Company has been automating the customer on-boarding process. This has
enabled the Company to reduce timeconsuming activities and complexity of physical
on-boarding of clients.
The details regarding foreign exchange earnings and outgo are given below:
HUMAN RESOURCES
As a service Company, the Companys operations are heavily dependent on qualified and
competent personnel. As on March 31, 2023 the total strength of the Companys permanent
employees stood at 67 excluding casual & contract staff. Your employees at Company
takes significant various levels.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
There are no employees drawing a monthly or yearly remuneration in excess of the limits
specified under Section 197 of the Act, read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any
amendments thereof.
The information containing particulars of employees as required under Section 197 of
the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended from time to time is attached herewith as Annexure
F.
MATERIAL CHANGES AND COMMITMENTS
There has been no change in the nature of business during the 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 this
Report.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134 (5) of the Companies Act, 2013, your
Directors confirm that: a) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation relating to material
departures, wherever necessary. b) 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 loss of the Company for that period. c) The Directors
have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of this Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities. d) The Directors have
prepared the annual accounts on an ongoing concern basis.
e) The Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively.
The Directors have devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
CODE OF CONDUCT FOR DIRECTORS & SENIOR MANAGEMENT
The Board has adopted a Code of Conduct for Directors & Senior
Management in accordance with the provisions of the Act, and Regulation 17(5) of SEBI
Listing Regulations. The Code also incorporates the duties of Independent Directors. All
the Board
Members and Senior Management Personnel have confirmed compliance with the Code. A
declaration to that effect signed by the Managing Director forms part of the Corporate
Governance Report. A copy of the Code has been put on the Companys website.
TRANSFER OF FUNDS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the provisions of Section 124 and 125 of the Act, read with the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 ("IEPF Rules"), all unpaid or unclaimed dividends are required to be
transferred by the Company to the Investor Education and
Protection Fund ("IEPF" or "Fund") Account established by the
Central Government, after completion of seven years from the date the dividend is
transferred to unpaid/ unclaimed account. Further, according to the Rules, the shares in
respect of which dividend has not been paid or claimed by the members for seven
consecutive years or more shall also be transferred to the Demat account created by the
IEPF Authority after complying with the procedure laid down under the Rules.
Your Company did not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF).
INSOLVENCY AND BANKRUPTCY CODE
During the financial year under review, no application was made or proceeding initiated
against the Company under the
Insolvency and Bankruptcy Code, 2016 nor any such proceeding was pending at the end of
the financial year under review.
THE 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 ALONG WITH THE REASONS THEREOF
There was no instance of one-time settlement with any Bank or Financial Institutions
during the period under review.
ACKNOWLEDGEMENT
Your Directors wish to express their grateful appreciation for the co-operation and
continued support received from customers, shareholders, investors, parent company,
collaborators, vendors, financial institutions, banks, regulatory authorities and the
society at large during the year.
Your Directors recognize and appreciate the efforts and hard work of all the employees
of the Company and their continued contribution to its progress.
| For and on behalf of the Board of Directors |
|
| Ramachandran Unnikrishnan |
George Mampillil |
| Managing Director |
Director & CFO |
| (DIN 00493707) |
(DIN01976386 |
| Place: Kochi |
|
| Date: July 24, 2023 |
|
+91-9892691696
