The Directors have pleasure in presenting the 23nd Annual Report ofthe Company together with the financial statements for the year ended March 31 2017.
RESULTS OF OUR OPERATIONS:
The Company's financial performance for the year ended 31st March 2017 issummarized below:
|Particulars ||Year Ended 31st March 2017 ||Year Ended 31st March 2016 |
|Total Revenue ||325.11 ||207.95 |
|Profit before Interest Depreciation & Tax ||175.87 ||60.40 |
|Profit before Depreciation & Tax ||149.42 ||22.23 |
|Profit before Tax & Exceptional Item ||133.02 ||5.08 |
|Prior year Adjustment & Exceptional Items ||0.53 ||0.00 |
|Net Profit before taxation ||132.49 ||5.08 |
|Provision for Tax || || |
|Current Tax ||28.52 ||0.97 |
|Deferred Tax ||0.23 ||0.36 |
|Net Profit ||103.74 ||3.75 |
|Balance brought forward from the last year ||943.40 ||939.65 |
|Earlier Year Tax4 ||0 ||0 |
|Depreciation/ Deferred Tax Adjustments ||0 ||0 |
|Profit available for appropriation ||1047.14 ||943.40 |
|Proposed Dividend ||NIL ||Nil |
|Balance carried to Balance Sheet ||1047.14 ||943.40 |
During the year under review the net profit of the company Increased toRs.l03.74Lakhs(Previous year Rs.3.75 Lakhs).
Your Directors do not recommend any dividend for the year under review and has decidedto retain the surplus with the company for furthering the growth of the Company.
The entire Net Profit of the company for the FY 2016-17 is retained as Surplus. TheCompany has not proposed to transfer any amount to any reserve.
During the year under review your Company has not accepted any deposits from thepublic 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 forrepayment.
Particulars of loans guarantees or investments:
Loans and investments covered under Section 186 of the Companies Act 2013 form part ofthe Notes to the Financial Statements provided in this Annual Report.
Further it is informed that the Company has neither given any guarantees nor providedany security during the financial year under review.
Director's Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:
(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
(ii) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;
(iii) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013(erstwhile Companies Act 1956) for safeguarding the assets of the Company and forpreventing 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 theCompany and such internal financial controls are adequate and operating effectively;
(vi) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were 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 arrangement withrelated parties which could be considered 'material' according to the policy of theCompany on Materiality of Related Party Transactions.
HUMAN RESOURCE MANAGEMENT:
To ensure good human resources management at Inani Securities Limited we focus onallaspects of the employee lifecycle. This provides a holistic experiencefor the employee aswell. During their tenure at the Companyemployees are motivated through variousskill-developmentengagement and volunteering programmes. All the while wecreateeffective dialogues through our communication channels to ensurethat the feedbackreach 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 theCompanies(Appointment & Remuneration) Rules 2014 a remuneration of Rs.1200000/ is being paid to Mr. Vishnukanth Inani whole time director of theCompany and a remuneration of Rs. 1200000/ - is being paid to Mr. Lakshmikanth InaniManaging Director of the Company.
Particulars of employees:
The provisions of Section 197 (12) read with the relevant rules are not applicable tothe Company during the year under review.
The Company continues its focus on retention through employee engagement initiativesand provides a holistic environment where employees get opportunities to realize theirpotential.
Key Managerial Personnel:
Managing Director or Chief Executive Officer or Manager and in their absence aWhole-Time Director
(i) Mr.Lakshmikanth Inani Din (00461829) is the Managing Director of the Director ofthe Company.
(ii) Mr. Vishnukanth Inani Din (00571377) is the Whole time Director of the Company.
The report on Corporate Governance as stipulated under(Listing Obligations andDisclosure Requirement) Regulation 2015 is not appended to this report as it is notapplicable to the company.Since the paid up capital of the Company is less than Rs. 10Crores and Net worth of the Company is less than Rs. 25 Crores Corporate Governance isnot applicable.
Auditors' certificate on corporate governance:
As required under (Listing Obligations and Disclosure Requirement) Regulation 2015 theAuditors' Certificate on Corporate Governance is not appended to this report as it is notapplicable to the company.
During the year under review
Mr .Lakshmikanth Inani is the Managing Director cum Compliance Officer of theCompany.
Details of complaints/ requests received resolved and pending during the FinancialYear 2016-17:
|During the Quarter ||Received ||Resolved ||Pending |
|NIL ||NIL ||NIL ||NIL |
The compliance department of the company is responsible for independently ensuring thatthe operating and business units comply with regulatory and internal guidelines. Newinstructions/guidelines issued by the regulatory authorities were disseminated across thecompany to ensure that the business and business units operate within the boundaries setby the regulators and that compliance risks are suitably monitored and mitigated in courseof their activities & processes
> Information on the Board of Directors of the Company:
During the year under review
(i) The Shareholders at the Annual General Meeting of the Company held on 30thSeptember 2016 approved the following:
Mr. Ramakanth Ihani(Din: 00458875) as Director of the Company to hold office forfive consecutive years for a term up tothe calendar year 2020.
Composition of the Board of Directors as on the date of 31s March 2017 ismentioned 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 |
|Dhanrai Soni ||Director ||Independent Director |
|Rama Kabra ||Director ||Independent Director |
The Company recognizes and embraces the importance of a diverse board in its success.We believe that a truly diverse boardwill leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage ethnicity race and gender which will help usretain our competitive advantage.
Details with regards to meeting of Board of Directors of the Company:
During the FY 2016-2017 6 (six) meetings of the Board of Directors of the Company wereheld as on 31st May2016; 30hJuly 2016;31s* October2016; 30th January 2017; 15th February 2017; 25thMarch 2017.
|Name of the Director ||Board Meetings attended during the year ||Whether last AGM attended |
|Mr. Lakshmikanth Inani ||6 ||Yes |
|Mr. Ramakanth Inani ||4 ||Yes |
|Mr. Vishnukanth Inani ||4 ||No |
|Mr. Anand Rameshchandra Chandak ||6 ||No |
|Mr. Dhanraj Soni ||4 ||Yes |
|Mrs. Rama Kabra ||4 ||Yes |
Policy on directors' appointment and remuneration:
The current policy is to have an appropriate mix of executive non-executive andindependent directors to maintain the independence of the Board and separate itsfunctions of governance and management. As on 31th July 2017the Boardconsists of 6 Members 2 of whom are Executive Directors 3 are Independent Directorsand 1is a Director. The Board periodically evaluates the need for change in its composition andsize.
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) ofthe Companies Act 2013 that he/she meets the criteria of independence laid down inSection 149(6) of the Companies Act 2013 and the same are enclosedto this Annual Report.
Currently the Board has three committees: the Audit Committee The Nomination andRemuneration Committee The Stakeholders Relationship Committee. All the committeesareappropriately constituted.
A detailed note on the Board and its committees including the details on the dates ofCommittee Meetings is provided below in this Annual Report. The compositionof thecommittees and compliances as per the applicable provisions of the Act and Rules are asfollows:
> AUDIT COMMITTEE:
The Primary purpose of the Audit Committee of the Company as per the provisions ofSection 177 of the Companies Act 2013 is to assist the Board of Directors (the"Board") of M/s. Inani Securities Limited (the "Company") infulfilling its oversight responsibilities with respect to -
overseeing the Company's financial reporting process and disclosure of financialinformation to ensure that the financial statements are correct sufficient and credible;
reviewing and examination with management the quarterly financial results beforesubmission to the Board;
reviewing and examination with management the annual financial statements beforesubmission to the Board and the auditors' report thereon;
review management discussion and analysis of financial condition and results ofoperations;
scrutiny of inter-corporate loans and investments made by the Company;
reviewing with management the annual financial statements as well as investmentsmade by the unlisted subsidiary companies;
reviewing approving or subsequently modifying any Related Party Transactions inaccordance with the Related Party Transaction Policy of the Company;
approving the appointment of Chief Financial Officer after assessing thequalifications experience and background etc. of the candidate;
recommending the appointment remuneration and terms of appointment of StatutoryAuditors of the Company and approval for payment of any other services;
reviewing and monitoring the auditor's independence and performance andeffectiveness of audit process;
reviewing management letters / letters of internal control weaknesses issued bythe Statutory Auditors;
discussing with Statutory Auditors before the audit commences on the natureand scope of audit as well as having post-audit discussion to ascertain area of concernif any;
reviewing with management Statutory Auditors and Internal Auditor the adequacyof internal control systems;
recommending appointment remuneration and terms of appointment of InternalAuditor of the Company;
reviewing the adequacy of internal audit function and discussing with InternalAuditor any significant finding and reviewing the progress of corrective actions on suchissues;
evaluating internal financial controls and risk management systems;
valuating undertaking or assets of the Company wherever it is necessary;
reviewing the functioning of the Whistle Blowing mechanism)
The Audit Committee consist of the three Independent Director Mr Anand RameshchandraChandak is being designated as the Chairman of the Audit Committee as on last year AnnualGeneral Meeting held on 30.9.2016 Mrs. Rama Kabra and Mr. Dhanraj Soni as the Members ofthe Audit Committee. The Committee met 4 times during the financial year 2016-17. Theattendance record of the members at the meeting were as follows:
|Name of the Company Member ||Designation/Category ||No. Of Meeting Held ||No. Of Meeting attended |
|Mr. Anand Rmaeshchandra Chandak ||Chairman/ Independent Non Executive Director ||4 ||4 |
|Mrs Rama Kabra ||Member/Independent Non Executive Director ||4 ||4 |
|Mr. Dhanraj Soni. ||Member/ Independent Non Executive Director ||4 ||4 |
> NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of the Board has been constituted to bring onboard the independent approach towards determining the remuneration payable/to be paid tothe Directors and Key Managerial Personnel's of the Company and to formulate policy ofrecruitment 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 tire set up and composition of the board and itscommittees including the "formulation of the criteria for determiningqualifications positive attributes and independence of a director". Thecommittee will consider periodically reviewing the composition of the board with theobjective of achieving an optimum balance of size skills independence knowledge agegender and experience.
Recommend to the board the appointment or reappointment of directors.
Devise a policy on board diversity.
Recommend to the board on appointment of key managerial personnel("KMP" as defined by the Act) and executive team members of the Company (asdefined by this committee).
Carry out evaluation of every director's performance and support the board andindependent directors in evaluation of the performance of the board its committees andindividual directors. This shall include "formulation of criteria for evaluationof independent directors and the board".
Recommend to the board the remuneration policy for directors executive team orkey managerial personnel as well as the rest of the employees.
On an annual basis recommend to the board the remuneration payable to thedirectors and oversee the remuneration to executive team or key managerial personnel ofthe Company
Oversee familiarisation programmes for directors.
Oversee the human resource philosophy human resource and people strategy andhuman resource practices including those for leadership development rewards andrecognition talent management and succession planning (specifically for the board keymanagerial personnel and executive team).
Provide guidelines for remuneration of directors on material subsidiaries.
Recommend to the board on voting pattern for appointment and remuneration ofdirectors on the boards of its material subsidiary companies.
Performing such other duties and responsibilities as may be consistent with theprovisions of the committee charter.
The Remuneration Committee consists of two independent directors - Mrs Rama Kabra thechairman of the committee and Mr. Anand Rameshchandra Chandak member of the committee.
The Committee met 1 time during the financial year 2016-17 date 15.02.2017. Theattendance record of the members at the meeting was as follows:
|Name of the Company Member ||Designation/Category ||No. Of Meeting Held ||No. Of Meeting attended |
|Mrs. Rama Kabra ||Chairman/ Independent Non ||1 ||1 |
| ||Executive Director || || |
|Mr. Anand Rmaeshchandra Chandak ||Member/Independent Non Executive Director ||i ||i |
The details of remuneration for the year ended 31s* March 2017 to theExecutive Directors are as follows:
|Name ||Designation ||Remuneration |
|Lakshmikanth Inani ||Managing Director ||1200000/- |
|Vishnukanth Inani ||Whole Time Director ||1200000/- |
The Company has paid sitting fees of Rs.1000/- per meeting of Board and Rs.500/- permeeting of Committee to Non Executive Directors during the financial year 2016-17.
> REMUNERATION POLICY OF DIRECTORS KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
This policy sets out the guiding principles for the Nomination and RemunerationCommittee for recommending to the Board the remuneration of the directors key managerialpersonnel and other employees of the company.
i. Remuneration to Executive Director and Key Managerial Personnel.
ii. The Board on the recommendation of the Nomination and Remuneration (NR) Committeeshall review and approve the remuneration payable to the Executive Director of the companywithin the overall approved by the shareholders.
iii. The Board on the recommendation of the Nomination and RemunerationCommittee shallalso review and approve the remuneration payable to the Key Managerial Personnel of theCompany.
iv. The remuneration structure to the Executive Director and Key Managerial Personnelshall include the following components:
(i) Basic pay
(ii) Perquisites and Allowances
(iii) Stock Options
(iv) Commission (Applicable in case of Executive Directors)
(v) Retrial benefits
(vi) Annual performance Bonus
v. The annual plan and objectives for Executive Committee shall be reviewed by the NRcommittee and annual performance bonus will be approved by the committee based on theachievement against the annual plan and objectives.
3. Remuneration to Non - Executive Directors
i. The Board on the recommendation of the NR Committee shall review and approve theremuneration payable to the Non - Executive Directors of the Company within the overalllimits approved by the shareholders as per provisions of the Companies Act 2013.
ii. Non-Executive Directors shall be entitled to sitting fees attending the meetings ofthe Board and the Committees thereof. The Non- Executive Directors shall also be entitledto profit related commission in addition to the sitting fees.
4. Remuneration to other employees
Employees shall be assigned grades according to their qualifications and workexperience competencies as well as their roles and responsibilities in the organization.Individual remuneration shall be determined within the appropriate grade and shall bebased on various factors such as job profile skill sets seniority experience andprevailing remuneration levels for equivalent jobs.
> STAKEHOLDERS RELATIONSHIP COMMITTEE
i. This Committee is responsible inter alia to specifically look into the redresselof grievances of shareholders debenture holders and other security holders includingcomplaints related to transfer of shares non-receipt of Balance Sheet non-receipt ofdeclared dividends etc.
ii. One meeting of the stakeholders' relationship committee was held during the year onMarch 25 2017.
iii. The composition of the Stakeholders' Relationship Committee and the details ofmeetings attended by its members are given below:
|Name ||Designation/Category ||No. of Meetings held ||No. of Meetings attended |
|Mr. Dhanraj Soni ||Chairman/Independent Non-Executive Director ||1 ||1 |
|Mrs.Rama Kabra ||Member/Independent Non-Executive Director ||1 ||1 |
|Mr. Anand Ramesh Chandra Chandak ||Member/Independent Non-Executive Director ||1 ||1 |
As per section 149 of the Companies Act 2013 read with clause VII (1) of the scheduleIV and rules made thereunder the independent directors of the company had a meeting on25/03/2017 without attendance of non-independent directors and members of management. Inthe 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 accountthe views of executive directors and non-executive directors;
(c) Assessing the quality quantity and timeliness of flow of information between thecompany management and the Board that is necessary for the Board to effectively andreasonably 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 termsof the following aspects:
Preparedness for Board/Committee meetings
Attendance at the Board/Committee meetings
Guidance on corporate strategy risk policy corporate performance andoverseeing acquisitions and disinvestments.
Monitoring the effectiveness of the company's governance practices
Ensuring a transparent board nomination process with the diversity ofexperience knowledge perspective in the Board.
Ensuring the integrity of the company's accounting and financial reporting systemsincluding the independent audit and that appropriate systems of control are in place inparticular systems for financial and operational control and compliance with the law andrelevant standards.
The equity shares of M/s Inani Securities Ltd (Scrip Code: 531672) are listed at BSEPlatform. The Company has paid the Listing Fees to the Exchange for the year 2017-18.
During the year the Company did not allot any shares to its shareholders. As on 31s*March 2017 the issued subscribed and paid up share capital of the Company stood at Rs.45577000/- comprising 4557700equity shares of Rs.10/- each.
Nature of Business
There has been no change in the nature of business of the Company.
In terms of the provisions of Section 139 of the Act read with the Companies (Audit andAuditors) Rules 2014 an audit firm can hold office as statutory auditor for two terms offive consecutive years
i.e. for a maximum period of ten years.
Further as per the provisions of the Act Company is required to comply with theseprovisions within three years from the commencement of the Act.
As the present auditors M/s G D Upadhyay & Co have been in office for more than 10years in compliance with the provisions of the Act the Company had to appoint newauditorsin their place by
March 31 2017. The Board of Directors has at its Meeting held on 31st July 2017recommended appointment of M/s. Jeedigunta & Co Chartered Accountants FirmRegistration No. 001322S as the new statutory auditors of the Company to hold office forone term of 5 years commencing from conclusion of the ensuing Annual General Meeting up tothe Annual General Meeting of the Company to be held in calendar year 2022.
The Company has received a certificate from the Statutory Auditors to the effect thattheir appointment if made shall be in compliance with the provisions of Section 139 and141 of the Companies Act 2013.
Accordingly the Board proposes appointment of M/s. Jeedigunta & Co CharteredAccountants as the statutory auditors of the Company in place of M/s. G D Upadhyay &Co to hold office from the conclusion of this AGM until the conclusion of the 28th AGM ofyour Company. Necessary resolution seeking approval of the members for appointment of newstatutory auditors has been incorporated in the Notice convening the Annual GeneralMeeting forming part of this Annual Report.
Mr. Ajay Kishen Company Secretary were appointed to conduct the Secretarial Audit ofthe Company for the FY 2016-17 as required under the Section 204 of the Companies Act2013 and Rules there under. The Secretarial Audit Report for the FY 2016-17 is appended asAnnexure Ilto this report.
Comments of the Board on the qualification/reservation/adverse remarks/disclosure made:by the Statutory Auditors in the Audit Report:
(i) The Auditors' report do not contain any qualifications reservations or adverseremarks by the Secretarial Auditors in the Secretarial Audit Report:
(ii) The Secretarial Audit Report does not contain any qualifications reservations oradverse remarks. Internal Financial Control
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
In terms of the requirement of the Act the Company has developed and implemented theRisk Management Policy and the Board of Directors of the company reviews the sameperiodically. The company's risk management approach comprises governance of riskidentification of risk and assessment of control of risk. The risk has been prioritizedthrough a companywide exercise. Members of Senior Management have undertaken the ownershipand are working on mitigating the same through co-ordination among the variousdepartments insurance coverage security policy and personal accident coverage for livesof all employees. At present the company has not identified any element of risk which maythreaten the existence of the Company.
The Company has established a mechanism for Directors and employees to report theirconcerns relating to fraud malpractice or any other activity or event which is againstthe interest of the Company. The same has been disclosed in this AnnualReport under theheading Whistle Blower Policy which forms part of the Directors' Report.
Statement on Material Subsidiary:
The Company currently donot have any Material Subsidiary.
Corporate Social Responsibility:
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of Section 135 of the Companies Act 2013 are not applicableto the company.
Particulars on conservation of energy research and development technology absorptionand foreign exchange earnings and outgo:
Conservation of energy continues to receive increased emphasis and steps are beingtaken to reduce the consumption of energy at all levels. The Company has taken steps toconserve energy in its office use consequent to which energy consumption had beenminimized. No additional proposals/ investments were made to conserve energy. Since theCompany has not carried on industrial activities disclosure regarding impact of measureson cost of production of goods total energy consumption etc are not applicable.
Foreign Exchange Earnings and Outgo:
Duringtheyear no foreign exchange transactions occurred. The Company did not enterinto any foreign exchange and outgo and as a result there is noforeignexchange money usedor earned in the financial year 2016-17
Subsidaries Joint Ventures and Associate Companies:
The Company does not have any Subsidiaries and Joint Ventures Inani Commodities andFinance Ltd. is an Associate Company of the Company.
Research and Development & Technology Absorption:
The Company has not adopted any technology for its business and hence no reporting isrequired to be furnished under this heading. The Company will adopt necessary technologyas and when required in the furtherance of the business.
Extract of Annual Return:
In accordance with Section 134(3)(a) and Section 92(3) of the Companies Act 2013 anextract of the Annual Return in the prescribed format is appended as Annexure I tothis Report.
Significant and Material Orders:
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
Your Directors state that no disclosure or reporting is required in respect to thefollowing items as there were no transactions on these items during the year under review:
(i) Issue of equity shares with differential rights as to dividend voting orotherwise.
(ii) Issue of shares (including sweat equity shares) to employees of the company underany scheme.
(iii) Redemption of Preference Shares and/or Debentures.
DETAILS OF RELATED PARTY TRANSACTION:
The particulars of contracts or arrangements with related parties referred to insection 188(1) of the Companies Act 2013 is prescribed in this Annual Reportas mentionedin the Financial Statements.
WHISTLE BLOWER POLICY:
The Board of Directors of the Company has adopted the Whistle Blower Policy. Employeescan report to the Management concerned unethical behaviar act or suspected fraud orviolation of the Company's Code of Conduct Policy no employee has been denied access tothe Audit Committee.
CODE OF CONDUCT:
In pursuance of the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulation 2011 the Board has approved the Code of Conduct for Prevention ofInsider Trading and authorized the Audit Committee to implement and monitor the variousrequirements as set out in code.
Your Directors wish to place on record their appreciation for the contribution made bythe employees at all levels but for whose hard work and support your company'sachievements would not have been possible. Your Directors also wish to thank itscustomers dealers agents suppliers investors and bankers for their continued supportand faith reposed in the company.
| ||By Order of the Board of Directors |
| ||For INANI SECURITIES LIMITED |
| ||Sd/- ||Sd/- |
| ||LAKSHMIKANTHINANI ||VISHNUKANTH INANI |
|Date: 31-07-2017 ||(DIN: 00461829) ||(DIN: 00571377) |
|Place: Hyderabad ||Managing Director ||Whole Time Director |