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Amarnath Securities Ltd.

BSE: 538465 Sector: Financials
NSE: N.A. ISIN Code: INE745P01010
BSE 00:00 | 18 Jan 28.55 0
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NSE 05:30 | 01 Jan Amarnath Securities Ltd
OPEN 28.55
PREVIOUS CLOSE 28.55
VOLUME 2
52-Week high 32.00
52-Week low 15.20
P/E 54.90
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 28.55
CLOSE 28.55
VOLUME 2
52-Week high 32.00
52-Week low 15.20
P/E 54.90
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Amarnath Securities Ltd. (AMARNATHSEC) - Director Report

Company director report

To

The Members

Amarnath Securities Limited

Your Directors have pleasure in presenting the 28th Annual Report togetherwith the audited statement of accounts for the year ended 31st March 2022.

FINANCIAL RESULTS

The summarized financial results for the year ended 31st March 2022 are asunder:

Particulars 2021-2022 2020-2021
Profit before Interest Depreciation and Tax 857352 114222
Interest - -
Depreciation 52800 90068
Profit(Loss) Before Tax 804552 24154
Provision for taxation 211441 -
Profit(Loss) After Tax 593111 9800

OPERATIONS

The income and profits of the Company are derived from interest income and supplementedby profit on sale of investments.

AMOUNT TO BE CARRIED TO RESERVE

The Company has not transferred any amount to the reserves during the period underreview.

DIVIDEND

During year under review your Director do not recommend dividend for the financialyear ended March 31 2022.

SHARE CAPITAL

The paid up equity share capital as on 31st March 2022 was Rs.30002000/-divided into 3000200 equity share of Rs.10/- each.

During the year under review the company has not made any fresh issue of shares.

TRANSFER OF UNPAID/UNCLAIMED DIVIDEND

The Company does not have any amount of Unpaid/Unclaimed Dividend which is required tobe transferred to the Investors Education & Protection fund as required under Sectionof the

Companies Act. There are no other statutory amount like outstanding unpaid RefundAmount on Share Applications unpaid interests or principal of Deposits and Debenturesetc. lying with the company which are required to be transferred to Investors Educationand Protection Fund.

COMPLIANCE WITH THE LISTING AGREEMENT

Company’s shares are listed on BSE Ltd. and Company has complied with themandatory provisions of Corporate Governance as stipulated in the Listing Agreement withthe Stock Exchange.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITIONOF THE COMPANY

CHANGE IN SHAREHOLDING OF THE PROMOTER

Dr. Omkar Herlekar Promoter of the Company acquired the 75830 shares of Mr. SureshBabu Magle through off market transaction. Previously he was holding 1594594 Shares i.e.53.15% holding in the Company and now he is holding 1670424 shares i.e. 55.68%. ThePromoter had intimated the same to stock exchange as per Regulation 29 of the SASTRegulations 2011.

SURRENDER OF NBFC LICENSE TO RESERVE BANK OF INDIA

The Company is in the process of surrendering its Non- Banking Financials Companylicense to Reserve Bank of India as it ceases to carry on the business of NBFC subject tonecessary approvals.

The Company is in adherence to all the applicable laws & regulations with respectof surrendering the NBFC License.

DEPOSITS

The company has not accepted the deposits during the year under review which is not incompliance of the statutory provisions.

CORPORATE SOCIAL RESPONSIBILITY

As per Section 135 (1) of the Companies Act 2013 and the Companies (Corporate SocialResponsibility) Rules 2014 read with various clarifications issued by the Ministry ofCorporate Affairs every Company having the net worth of Rs. 500 crores or more orturnover of Rs. 1000 crores or more net profit of Rs. 5 crores or more shall constitute aCSR Committee of the board consisting of three or more directors. Accordingly theprovision of CSR activities under Companies Act 2013 does not apply to your company.

CORPORATE GOVERNANCE

A detailed report on corporate governance together with a certificate from theSecretarial Auditor in compliance with the relevant provisions of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is attached as part of thisreport vide Annexure A.

Compliance reports in respect of all laws applicable to the Company have been reviewedby the Board of Directors.

PARTICULARS OF THE EMPLOYEES:

The Company has no employee to whom the provision of section 197(12) of the CompaniesAct2013 read with rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 apply and so it is not applicable to the company.

JOINT VENTURE COMPANY/ASSOCIATES

The Company has no Joint Venture Company/Associates as on date of this Balance Sheet.

SUBSIDIARY

The Company has no subsidiary as on date of this Balance Sheet dated March 31 2022.

CONSOLIDATION OF ACCOUNTS

In accordance with the Notification issued by the Ministry of Corporate AffairsGovernment of India to amend the Companies (Accounts) Rules 2014 vide notification dated14th October 2014 No. G.S.R. 723(E) in Rule 6 after existing provision of the Companies(Accounts) Rules 2014. As such Consolidation of Accounts is not Applicable for thecurrent financial year 2021- 2022.

RELATED PARTY TRANSACTION

All related party transactions that were entered into during the financial year were onan arm’s length basis and in the ordinary course of business. All the related partytransactions are pre- approved by the Audit Committee. During the year the Company hasnot entered into any contract/arrangement with related parties which could be consideredmaterially significant related party transactions. Therefore AOC-2 is not required to beattached. The details of the transaction with Related Party are provided in theaccompanying financial statement.

EXTRACTS OF ANNUAL RETURNS

The details forming Part of the Extracts of Annual Returns can be accessed throughwebsite of the company i.e. www.amarnathsecurities.co.in. Shareholders can assess theextract of annual return through link: www.amarnathsecurities.co.in.

KEY FINANCIAL INFO AMARNATH SECURITIES

DISCLOSURE OF INFORMATION AS REQUIRED UNDER SECTION 134 (3) (M) OF THE COMPANIES ACT2013(ACT) READ WITH THE COMPANIES (ACCOUNTS) RULES 2014.

(i) CONVERSION OF ENERGY

The Additional information required under the Act relating to conservation of energy isnot applicable to your company.

(ii) TECHNOLOGY ABSORPTION

The Additional information required under the Act relating to technology absorption isnot applicable to your company.

(iii) FOREIGN EXCHANGE EARNINGS OR OUTGO

The company has no foreign exchange earnings or outgoes during the year under review.

SECRETARIAL STANDARDS

The Ministry of Corporate Affairs notified the Secretarial Standard on Meetings of theBoard of Directors (SS 1) and Secretarial Standard on General Meetings (SS 2) effectivefrom July 1 2015. Your Company complies with the same.

Your Company will comply with the other Secretarial Standards issued by the Instituteof Company Secretaries of India (ICSI) as and when they are made mandatory.

AUDITORS: Statutory Auditors

M/s A N A M & Associates (Firm Registration No. 005496S) Chartered AccountantStatutory Auditors of the Company holds office till the conclusion of Financial year2022.

SDPM & Co. Chartered Accountants (Firm Registration No.126741W) have been appointedas Statutory Auditors from Financial year 2022-22 upto Financial year 2026-27.

The Ministry of Corporate Affairs vide its Notification dated May 7 2018 had dispensedwith the requirement of ratification of Auditor’s appointment by the shareholdersevery year. Hence the resolution relating to ratification of Auditor’s appointmentis not included in the Notice of the ensuing Annual General Meeting.

The Auditors’ Report does not contain any qualification reservation or adverseremark Independent Auditors Report Annexed which forms part of this Annual Report.

Internal Auditors

Pursuant to the provision of Section 138 of the Companies Act 2013 and the Companies(Accountants) Rules 2014 the company has adequate internal audit system.

Secretarial Audit

Pursuant to the provision of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personal) Rules 2014 the company hasappointed M/s Shivam Sharma & Associates Company Secretary in Practice to undertakethe Secretarial Audit of the Company. The Report of the Secretarial Audit is annexedherewith as "Annexure B" as MR-3.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company maintains adequate internal control systems which provide amongst otherthings adequate support to all its operations and effectively handle the demands of theCompany’s financial management systems.

The Company has in place effective systems safeguarding the assets and interest of theCompany and ensuring compliance with law and regulations. The Company’s internalcontrol systems are supplemented by an extensive program of internal audit conducted toensure adequate system of internal control.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (5) of Companies Act 2013 as amended withrespect to the Directors Responsibility Statement it is hereby confirmed that:

i. In the preparation of the accounts for the financial year ended 31stMarch 2022 the applicable Accounting Standards have been followed along with properexplanation relating to 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 as at 31st March 2022 and ofthe Profit and Loss of the Company for the year ended 31st March 2022;

iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv. The Directors have prepared the annual accounts for the financial year ended 31stMarch 2022 on a going concern basis.

v. The Directors had laid down internal financial controls to be followed by theCompany andthat such internal financial controls are adequate and were operatingeffectively.

vi. The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Directors of your company are well experienced with expertise in their respectivefields of technical finance and strategic and operational management and administration.None of the directors of your company are disqualified under the provision of companiesAct 2013. During the period under review no Non-Executive Director of your Company hadany pecuniary relationship or transactions with the Company except as stated elsewhere inthis Report and in the notes to the accounts.

All the appointment of the Directors of the company are in compliance with theprovisions of Section 164 of the Companies Act 2013.

During the year Mr. Sureshbabu Ganpati Malge (DIN: 01481222) resigned from thedesignation of Whole Time Director of the Company w.e.f. June 15 2021 & Mr. SitendruKrishnakumar Sharma (DIN: 01956423) resigned from the designation of Independent Directorof the Company w.e.f June 16 2021.

Ms. Swapna Rajaram Bansode resigned from the designation of Company secretary &Compliance officer of the company with effect from July 12 2022. Ms. Ruchi Gupta wasappointed as the Company secretary & Compliance officer of the Company with effectfrom July 18 2022.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and according toLODR Regulation.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation 25(7) of the Listing Regulations2015 the Company has put in place a Familiarization Programme for Independent Directorsto familiarize them with the Company their roles rights responsibilities in theCompany nature of the industry in which the Company operates business model etc. Thedetails of the Familiarization Programme conducted are available on the website of theCompany www.amarnathsecurities.co.in.

EVALUATION OF PERFORMANCE OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTOR

During the year the evaluation of the annual performance of individual directorsincluding the Chairman of the Company and Independent Directors Board and Committees wascarried out under the provisions of the Act and relevant Rules and the CorporateGovernance requirements as prescribed under Regulation 17 of Listing Regulations 2015 andthe circular issued by SEBI dated January 5 2017 with respect to Guidance Note on BoardEvaluation. The Nomination and Remuneration Committee had approved the indicative criteriafor the evaluation based on the SEBI Guidance Note on Board Evaluation.

The Chairman of the Company interacted with each Director individually for evaluationof performance of the individual directors.

In a separate meeting of Independent Directors performance of Non IndependentDirectors and performance of the Board as a whole was evaluated. Further they alsoevaluated the performance of the Chairman of the Company taking into account the views ofthe Executive Directors and Non-executive Directors.

The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of various criteria such as structure and diversity of theBoard experience of Director strategy and performance evaluation secretarial supportevaluation of risk evaluation of performance of the management and feedback independenceof the management from the Board etc. The performance of the Committees was evaluated bythe Board after seeking inputs from the Committee members on the basis of criteria such asmandate and composition effectiveness of the committee structure of the committee andmeetings independence of the committee from the Board and contribution to decisions ofthe Board. The Nomination and Remuneration Committee reviewed the performance of theindividual Directors on the basis of the criteria such as knowledge and competencyfulfillment of functions availability and attendance initiative integrity contributionand commitment independenceindependent views and judgment etc.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company met 5 (Five) times during the financial year. Thedetails of Board Meetings are provided in the Corporate Governance Report which formspart of this Annual Report.

For details of meetings of the Board please refer to the Corporate GovernanceReportwhich is a part of this report as Annexure A

COMMITTEES OF THE BOARD

Your company has three (3) statutory committee of the Board of Director as on March 312022. Details given in the Corporate Governance Report as Annexure A. StatutoryCommittees:

? Audit committee

? Nomination and Remuneration Committee ? Stakeholders Relationship Committee

The details pertaining to composition of Audit Committee are included in the CorporateGovernance Report which forms a part of this Report.

CORPORATE GOVERNANCE REPORT

A detailed Report on Corporate Governance and Certificate of the Auditors of theCompany regarding compliance of the conditions of Corporate Governance as stipulated inPart C of Schedule V of the Listing Regulations 2015 are enclosed as a separate sectionand forms a part of this Report under Annexure A.

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations 2015detailed review of operations performance and future outlook of the company is coveredunder Management’s Discussion & Analysis which forms a part of this report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY

Being Non-Banking Financial Company (NBFC) Provision of Section 186 of the CompaniesAct 2013 is not applicable.

NON-BANKING FINANCIAL COMPANIES (RESERVE BANK OF INDIA)DIRECTIONS

The Company follows the RBI Directive regarding NBFC Business.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company strongly believes in providing a safe and harassment free workplace foreach and every individual working for the Company through various interventions andpractices. It is the continuous endeavor of the Management of the Company to create andprovide an environment to all its employees that is free from discrimination andharassment including sexual harassment. The Company has adopted a policy on preventionprohibition and redressal of sexual harassmentat workplace in line with the provisions ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 and the Rules thereunder. The Company arranged various interactive awarenessworkshops in this regard for the employees in the Corporate Office during the financialyear. During the financial year ended March 31 2022 no complaint pertaining to sexualharassment was received by the Company.

VIGIL MECHANISM POLICY

The company has devised an effective Vigil Mechanism for stakeholders includingDirectors shareholders employees to report concerns about unethical behavior actual orsuspected fraud or violation of the company’s code of conduct or ethics policy tofreely communicate their concerns about illegal or unethical practices. The policy hasbeen explained indetail in the website of company i.e. www.amarnathsecurities.co.in.

SIGNIFICANT OR MATERIAL ORDER PASSED BY REGULATORS/COURTS

During the year under review No Material Order has been passed by the Regulators/Courts.

SECRETARIAL STANDARDS

The Company is in compliance with applicable Secretarial Standards issued by theInstitute of Company Secretaries of India

DETAILS OF FRAUD IF ANY REPORTED BY THE AUDITORS

There have been no instances of fraud reported by Auditors pursuant to Section 143(12)of the Companies Act 2013.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 2021-22 for all applicablecompliances as per Securities and Exchange Board of India Regulations and Circulars /Guidelines issued thereunder.

The Annual Secretarial Compliance Report submitted by your Company to the StockExchanges is provided under Annexure C which forms part of this report.

APPRECIATIONS AND ACKNOWLEDGEMENT:

The Board wish to express their appreciation for the continued co-operation of theGovernmentof India Governments of various States in India bankers financialinstitutions Shareholders customers dealers suppliers and also the valuableassistance. The Directors also wish to thankall the employees for their contributionSupport and continued commitment throughout the year.

Sd/-
Date: September 02 2022 Mr. Naresh Padhir
Place: Mumbai Whole time Director

.