You are here » Home » Companies » Company Overview » B N Rathi Securities Ltd

B N Rathi Securities Ltd.

BSE: 523019 Sector: Financials
NSE: N.A. ISIN Code: INE710D01010
BSE 00:00 | 25 May 34.10 -1.10
(-3.13%)
OPEN

35.50

HIGH

35.50

LOW

34.00

NSE 05:30 | 01 Jan B N Rathi Securities Ltd
OPEN 35.50
PREVIOUS CLOSE 35.20
VOLUME 3958
52-Week high 52.00
52-Week low 20.90
P/E 6.13
Mkt Cap.(Rs cr) 29
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 35.50
CLOSE 35.20
VOLUME 3958
52-Week high 52.00
52-Week low 20.90
P/E 6.13
Mkt Cap.(Rs cr) 29
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

B N Rathi Securities Ltd. (BNRATHISEC) - Director Report

Company director report

To the Members

The Directors have pleasure in presenting before you the 35th Boards' Report of theCompany together with the Audited Statements of Accounts for the year ended 31st March2021.

1. FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFAIRS:

The performance during the period ended 31st March 2021 has been as under:

(Rs. In Lakhs)

Standalone Consolidate
Particular 2020-21 2019-20 2020-21 2019-20
Revenue from operations 2906.53 2298.43 2972.78 2367.08
Other income 324.72 254.89 338.75 275.80
Profit/loss before Depreciation Finance Costs 601.80 306.67 627.40 304.81
Exceptional items and Tax Expense - - - -
Less: Depreciation/ Amortisation/ Impairment 22.90 20.74 23.26 21.32
Profit /loss before Finance Costs 578.90 285.93 604.14 283.49
Exceptional itemsand Tax Expense
Less: Finance Costs 72.19 52.84 72.19 54.79
Profit /loss before Exceptional items 506.74 233.09 531.95 228.7
and Tax Expense
Add/(less): Exceptional items - - - -
Profit /loss before Tax Expense 506.74 233.09 531.95 228.6
Less: Tax Expense (Current & Deferred) 161.41 58.56 168.25 58.53
Profit /loss for the year (1) 345.33 174.53 363.70 170.15
Total Comprehensive Income/loss (2) 5.05 -26.17 5.05 -26.07
Total (1+2) 350.38 148.46 368.75 144.08
Balance of profit /loss for earlier years 1056.06 1029.12 1357.32 1334.76
Less: Transfer to Reserves - - - -
Less: Dividend paid on Equity Shares - 100.80 - 100.80

2. REVIEW OF OPERATIONS:

The total revenue of the Company for the financial year under review on consolidatedbasis was Rs. 2972.78 lakhs as against Rs. 2367.08 lakhs for the previous financial year.The company recorded a net profit of Rs. 363.70 for the financial year 2020-21 as againstthe net profit of Rs. 170.15 lakhs for the previous year.

On Standalone basis the total revenue of the Company for the financial year 2020-21was Rs. 2906.53 lakhs as against Rs. 2298.43 lakhs for the previous financial year. Thenet profit for the financial year 2020-21 is Rs. 345.33 Lakhs as against the net profit ofRs. 174.53 lakhs for the previous year.

During the period under review and the date of Board's Report there was no change inthe nature of Business.

BUSINESS UPDATE AND STATE OF COMPANY'S AFFAIRS:

The information on Company's affairs and related aspects is provided under ManagementDiscussion and Analysis report which has been prepared inter-alia in compliance withRegulation 34 of SEBI (Listing Obligations and Disclosure Requirements) regulations 2015and forms part of this Report.

IMPACT OF COVID – 19:

The COVID-19 created havoc in the world economy and severely affected the health ofpeople at large and held the world at its standstill.

However during the lockdown your Company continued to provide support to customerswith the invaluable support of Employees/workers and Management at various levels. andtook all the necessary steps to maintain or achieve the predetermined targets.

3. RESERVES:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act 2013 the companyhas not proposed to transfer any amount to general reserves account of the company duringthe year under review.

The Closing balance of reserves including retained earnings of the Company as atMarch 31st 2021 is Rs. 165718097/-

4. DIVIDEND:

The Directors are pleased to recommend a Dividend of Re. 1.20 Paise per share on thePaid up Equity Share Capital of the Company in respect of the financial year 2020-21. Thetotal outgo on account of dividend stands at Rs. 6048000/- for which necessaryprovision has been made in the accounts.

Pursuant to Finance Act 2020 dividend income will be taxable in the hands ofshareholders w.e.f. April 1 2020 andthe Company is required to deduct tax at source fromdividend paid to shareholders at the prescribed rates. For the prescribed rates forvarious categories the shareholders are requested to refer to the Finance Act 2020 andamendments thereof.

The shareholders are requested to update their PAN with the Company/ KF in TechnologiesPrivate Limited (in case of shares held in physical mode) and depositories (in case ofshares held in demat mode).

A Resident individual shareholder with PAN and who is not liable to pay income tax cansubmit a yearly declaration in Form No. 15G/15H to avail the benefit of non-deduction oftax at source by email to sabita@bnrsecurities.com by 11:59 p.m. IST on 10.08.2021.Shareholders are requested to note that in case their PAN is not registered the tax willbe deducted at a higher rate of 20%.

Non-resident shareholders can avail beneficial rates under tax treaty between India andtheir country of residence subject to providing necessary documents i.e. No PermanentEstablishment and Beneficial Ownership Declaration Tax Residency Certificate Form 10Fany other document which may be required to avail the tax treaty benefits by sending anemail to sabita@bnrsecurities.com. The aforesaid declarations and documents need to besubmitted by the shareholders by 11:59 p.m. IST on 10.08.2021.

5. CHANGE IN THE NATURE OF BUSINESS IF ANY:

During the period under review and the date of Board's Report there was no change inthe nature of Business.

6. MATERIAL CHANGES AND COMMITMENTS:

Aasmaa Securities Private Limited member of NSE BSE and MCX since year 2012 with 5374clients out of which 1264 active 4110 in active clients and 4323 DP A/c's offered totransfer the business to us.

The proposal was placed before the Board in the meeting held on 24.12.2020 after duediligence. The Board approved the proposal and authorized Managing Director and ExecutiveDirector to enter into MOU with Aasmaa Securities Private Limited. The Board alsoauthorized MD and ED to take necessary approvals from NSE BSE MCX and CDSL and anyother relevant authorities.

MOU was signed after seeking the approvals from the relevant authorities and thebusiness was transferred from Aasmaa Securities Private Limited to B N Rathi SecuritiesLimited on 19.03.2021.

However there were no material changes and commitments affecting financial position ofthe company between 31st March and the date of Board's Report. (i.e. 25.05.2021)

7. REVISION OF FINANCIAL STATEMENTS

There was no revision of the financial statements for the year under review.

8. AUTHROISED AND PAID UP CAPITAL OF THE COMPANY:

The Companies Authorised Capital of the Company is Rs. 60000000 divided into6000000 equity shares of Rs. 10/- each. The paid-up capital of the company is Rs.50400000 divided into 5040000 equity shares of Rs. 10/- each. There are no issue ofshares under differential rights employee stock options sweat equity during the year.

9. INVESTOR EDUCTION AND PROTECTION FUND (IEPF):

In terms of the provisions of the Companies Act the Company is obliged to transferdividends which remain unpaid or unclaimed for a period of seven years from thedeclaration to the credit of the Investor education and Protection Fund established by theCentral Government. Accordingly the Members are hereby informed that the 7 years periodfor payment of the dividend pertaining to financial year 2013-14 will expire on 11.07.2021and thereafter the amount standing to the credit in the said account will be transferredto the "Investor Education and Protection Fund" of the Central Government

The details of Dividend of earlier years remain unclaimed by the shareholders as on31.03.2021 are as given below:

Financial Year Date of Declaration of Dividend Last Date of Claiming the Dividend Unclaimed amount as on 31.03.2021 Due date for transfer to Investor Education and Protection Fund (IEPF)
2013-14 12.07.2014 11.07.2021 254979 25.07.2021
2014-15 18.07.2015 17.07.2022 315952 16.08.2022
2015-16 06.08.2016 05.08.2023 195131 17.08.2023
2016-17 05.08.2017 04.08.2024 270100 04.09.2024
2017-18 09.08.2018 08.08.2025 149892 08.09.2025
2018-19 10.08.2019 09.08.2026 143386 09.09.2026
2019-20 13.02.2020 12.02.2027 159606 12.03.2027

Pursuant to provisions of Section 124 of Companies Act 2013 the unclaimed dividendwithin the last date mentioned for the respective years will be transferred to InvestorEducation and Protection Fund (IEPF) established by Government of India pursuant toSection 125 of the Companies Act 2013.

10. TRANSFER OF SHARES AND UNPAID/UNCLAIMED AMOUNTS TO INVESTOR

EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to provisions of the Companies Act 2013 read with Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 as amendedfrom time to time an amount of Rs.192868/- pertaining to unpaid and unclaimed dividendfor the financial year 2012-13 has been transferred to IEPF during the year under report.Further 6050 shares in respect of which dividend has not been paid or claimed for sevenconsecutive years have also been transferred to IEPF.

Before effecting transfer of shares to IEPF company has informed all such memberswhose shares were liable to be transferred to IEPF during financial year 2019-20 throughletters and newspaper publication.

The details of dividend and shares transferred to IEPF unpaid and unclaimed amountslying with the Company and procedure for claiming the dividend and shares from IEPFAuthority are available on the website of the Company at the link: www.bnrsecurities.comand also on the website of Investor Education and Protection Fund Authority i.e.www.iepf.gov.in.

The last date for claiming dividend declared during financial year 2013-14 is11.07.2021 and remained unpaid is Rs. 254979/- . Members may forward their claims forunclaimed dividend to the Company's RTA before they are due to be transferred to IEPF. Noclaim shall lie against the Company in respect of the dividend/shares so transferred.

DETAILS OF THE NODAL OFFICER

The Company has designated Mr. M V Rao as a Nodal Officer for the purpose of IEPF.

11. DIRECTORS OR KMP APPOINTED OR RESIGNED.

Mr. Chetan Rathi retires by rotation and being eligible offers himself forre-appointment. A resolution seeking shareholders' approval for his re-appointment alongwith other required details forms part of the Notice.

Mr. Chetan rathi re-appointed as Whole Time Director for the period of three yearsw.e.f 01.04.2021 in the Board meeting held on 12.02.2021 and Mr Hari Narayan Rathireappointed as Managing Director for the period of three years w.e.f 01.10.2021 in theBoard Meeting held on 25.05.2021 subject to the approval of the shareholders.

As required under regulation 36 (3) of the SEBI (LODR) Regulations 2015 briefparticulars of the Directors seeking appointment/re-appointment are given as under: -

Name of the Mr. Chetan Rathi Mr. Hari Narayan Shri Laxminiwas
Director Rathi Sharma
Date of Birth 08/03/1976 22/11/1953 17/02/1947
Date of 01/04/2010 01/10/2010 29/01/1990
Appointment
Expertise in specific functional areas

He joined the Board of Directors of B.N. Rathi Securities Limited in the year 2010. Earlier he has worked with Piramal Group of companies for one year at Mumbai. He played an active role for the automation of Securities Payin & Payout system of the Company.

Twice unanimously elected as President of Hyderabad Stock Exchange (HSE). He has vast experience in securities Market

He is the senior partner of Laxminiwas & Jain Chartered Accountants Auditor for several private and public sector under takings. He is a past president of Federation of A.P. Chamber of Commerce & Industry (FICCI).

Qualifications MBA - Finance Graduat Graduate in Science Graduate in commerce Anda Chartered Accountant
Names of the Listed entities in which the person is holding Directorships or Board Committee Memberships Nil Nil NSL Textiles Limited
Inter se relationship among Directors Number of shares held by them Hari Narayan Rathi ( father of chetan rathi) 498534 equity shares Chetan Rathi (Son of Hari Narayan Rathi) 1624955 equity shares - -

12. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received a declaration from Mr. Laxminiwas Sharma Mr. K. HarishChandra Prasad and Mrs. Shanti Sree Bolleni Independent directors of the company to theeffect that they are meeting the criteria of independence as provided in Sub-section (6)of Section 149 of the Companies Act 2013 and under regulation 16(1)(b) read withregulation 25 of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015.

The Independent Directors have also confirmed that they have complied Company's Code ofConduct.In terms of Regulations 25(8) of the Listing Regulations the IndependentDirectors have confirmed that they are not aware of any circumstance or situation whichexists or may be reasonably anticipated that could impair or impact their ability todischarge their duties with an objective independent judgement and without any externalinfluence.

During the year Independent Directors of the Company had no pecuniary relationship ortransactions with the Company other than sitting fees commission and reimbursement ofexpenses incurred by them for the purpose of attending meetings of the Board of Directorsand Committee(s).

13. BOARD MEETINGS:

The Board of Directors duly met 5 (Five) times on 22.06.2020 13.08.2020 09.11.202024.12.2020 and 12.02.2021 and in respect of which meetingsproper notices were given andthe proceedings were properly recorded and signed in the Minutes Book maintained for thepurpose.

14. COMPOSITION OF AUDIT COMMITTEE:

Audit committee: Terms of reference of Audit committee covers all the mattersprescribed under Regulation 18 of the Listing Regulations and Section 177 of the Act2013.

Brief Description of Terms of Reference: - Overview of the Company's financialreporting process and disclosure of its financial information to ensure that the financialstatements reflect a true and fair position and that sufficient and credible informationis disclosed.

i. Oversight of the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible;

ii. Recommending the appointment and removal of External Auditors fixation of auditfee and approval for payment for any other services;

iii. Review and monitor the auditor's independence and performance and effectivenessof audit process.

iv. Approval of payment to statutory auditors for any other services rendered by them.

v. Review with the management and statutory auditors of the annual financial statementsbefore submission to the Board with particular reference to:

(a) Matters required to be included in the Directors' Responsibility Statement to beincluded in the Board's Report in terms of clause (c) of sub-section (3) of Section 134 ofthe Companies Act 2013;

(b) Changes if any in accounting policies and practices and reasons for the same;

(c) Major accounting entries involving estimates based on the exercise of judgment bymanagement;

(d) Significant adjustments made in the financial statements arising out of auditfindings;

(e) Compliance with listing and other legal requirements relating to financialstatements

(f) Disclosure of any related party transactions;

(g) Modified opinion(s) in the draft audit report;

vi. Review of the quarterly and half yearly financial results with the management andthe statutory auditors;

vii. Examination of the financial statement and the auditors' report thereon;

viii. Review and monitor statutory auditor's independence and performance andeffectiveness of audit process;

ix. Approval or any subsequent modification of transactions with related parties; x.Scrutiny of inter-corporate loans and investments; xi. Review of valuation of undertakingsor assets of the company wherever it is necessary; xii. Evaluation of internal financialcontrols and risk management systems;

xiii. Review with the management statutory auditors and the internal auditors aboutthe nature and scope of audits and of the adequacy of internal control systems;

xiv. Reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit;

xv. Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board;

xvi. Consideration of the reports of the internal auditors and discussion about theirfindings with the management and suggesting corrective actions wherever necessary;

xvii. Look into the reasons for any substantial defaults in payment to the depositorsdebenture-holders shareholders (in case of non-payment of declared dividend) andcreditors if any;

xviii. Review the functioning of the whistle blower mechanism;

xix. Review and monitor the end use of funds raised through public offers and relatedmatters;

xx. Approval of appointment of Chief Financial Officer after assessing thequalifications experience and background etc. of the candidate;

xxi. Frame and review policies in relation to implementation of the Code of Conduct for

Prevention of Insider Trading and supervise its implementation under the overallsupervision of the Board;

xxii. Discharge such duties and functions as indicated in the Securities and ExchangeBoard of

India (Listing Obligations and Disclosure Requirements) Regulations 2015 theCompanies Act 2013 and the rules made thereunder from time to time.

Review of the following information:

• management discussion and analysis of financial condition and results ofoperations;

• statement of significant related party transactions (as defined by the auditcommittee) submitted by management;

• management letters / letters of internal control weaknesses issued by thestatutory auditors;

• internal audit reports relating to internal control weaknesses;

• The appointment removal and terms of remuneration of the Chief Internal Auditorshall be subject to review by the Audit Committee.

• Statement of deviations as per SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

• Quarterly statement of deviation(s) including report of monitoring agency ifapplicable submitted to Stock Exchange(s) in terms of Regulation 32(1).

• Annual statement of funds utilized for purposes other than those stated in theoffer document /prospectus / notice in terms of Regulation 32(7).

• The Audit Committee of the listed holding company shall also review thefinancial statements in particular the investments made by the unlisted subsidiarycompany.

• Carrying out any other function as may be referred to the Committee by theBoard.

• Authority to review / investigate into any matter covered by Section 177 of theCompanies Act 2013 and matters specified in Part C of Schedule II of the ListingRegulations.

During the financial year 2020-21 (4) four meetings of the Audit Committee were heldon the 22.06.2020 13.08.2020 09.11.2020 and 12.02.2021.

The details of the composition of the Committee and attendance of the members at themeetings are given below:

Name Designation Category No. of Meetings held No. of Meetings attended
Laxminiwas Sharma Chairman NED(I) 4 4
Harish Chandra Prasad Member NED(I) 4 4
Shanti Sree Bolleni Member NED(I) 4 4
Hari Narayan Rathi Member MD 4 3

NED (I): Non-Executive Independent Director MD: Managing Director

During the year all recommendations of Audit Committee were approved by the Board ofDirectors.

15. Nomination and remuneration committee: The Nomination and Remuneration Committee(‘NRC') functions in accordance with Section 178 of the Act Regulation 19 of theListing Regulations and its Charter adopted by the Board. The terms of reference of theNRC includes:

• Recommend to the Board the setup and composition of the Board includingformulation of the criteria for determining qualifications positive attributes andindependence of a Director.

• Periodical review of composition of the Board with the objective of achieving anoptimum balance of size skills independence knowledge age gender and experience.

• Support the Board in matters related to the setup review and refresh of theCommittees.

• Devise a policy on Board diversity.

• Recommend to the Board the appointment or reappointment of Directors.

• Recommend to the Board how the Company will vote on resolutions for appointmentof Directors on the Boards of its material subsidiaries.

• Recommend to the Board the appointment of Key Managerial Personnel (KMP) andexecutive team members.

• Carry out the evaluation of every Director's performance and support the Boardand Independent Directors in the evaluation of the performance of the Board itsCommittees and individual Directors including formulation of criteria for evaluation ofIndependent Directors and the Board.

• Oversee the performance review process for the KMP and executive team with theview that there is an appropriate cascading of goals and targets across the Company.

• Recommend the Remuneration Policy for the Directors KMP executive team andother employees.

• On an annual basis recommend to the Board the remuneration payable toDirectors KMP and executive team of the Company.

• Review matters related to remuneration and benefits payable upon retirement andseverance to MD/EDs KMP and executive team.

• Review matters related to voluntary retirement and early separation schemes forthe Company.

• Provide guidelines for remuneration of Directors on material subsidiaries.

• Recommend to the Board how the Company will vote on resolutions for remunerationof Directors on the Boards of its material subsidiaries.

• Assist the Board in fulfilling its corporate governance responsibilitiesrelating to remuneration of the Board KMP and executive team members.

• Oversee familiarization programmes for Directors.

• Review HR and People strategy and its alignment with the business strategyperiodically or when a change is made to either.

• Review the efficacy of HR practices including those for leadership developmentrewards and recognition talent management and succession planning.

Perform other activities related to the charter as requested by the Board from time totime. During the financial year 2020-21 (1) one meeting of the Nomination &Remuneration Committee meeting held on the 12.02.2021.

Name Designation Category No. of Meetings held No. of Meetings attended
Harishchandra Prasad Chairman NED(I) 1 1
Laxminiwas Sharma Member NED(I) 1 1
Shanti Sree Bolleni Member NED(I) 1 1

NED (I): Non-Executive Independent Director

16. Stakeholder's relationship committee: Terms of reference of the committeecomprise of various matters provided under Regulation 20 of the Listing Regulations andsection 178 of the Companies Act 2013 which inter-alia include:

(i) Resolving the grievances of the security holders of the listed entity includingcomplaints related to transfer/transmission of shares non-receipt of annual reportnon-receipt of declared dividends issue of new/duplicate certificates general meetingsetc.

(ii) Proactively communicate and engage with stockholders including engaging with theinstitutional shareholders at least once a year along with members of the Committee/Board/KMPs as may be required and identifying actionable points for implementation.

(iii) Review of measures taken for effective exercise of voting rights by shareholders

(iv) Review of adherence to the service standards adopted by the listed entity inrespect of various services being rendered by the Registrar & Share Transfer Agent.

(v) Review of the various measures and initiatives taken by the listed entity forreducing the quantum of unclaimed dividends and ensuring timely receipt of dividendwarrants/annual reports/statutory notices by the shareholders of the Company.

The Committee comprises of 4 Directors out of which 3 are independent. In the financialyear 2020-21 4 meetings of the Committee were held 22.06.2020 13.08.2020 09.11.2020and 12.02.2021.

Composition of committees and member's attendance at the meetings during the year areas under:

Name Designation Category No. of Meetings held No. of Meetings attended
Mrs. Shanti Sree Bolleni Chairperson NED(I) 4 4
Mr.Laxminiwas Sharma Member NED(I) 4 4
Mr. K. Harishchandra Prasad Member NED(I) 4 4
Mr.Chetan Rathi Member ED 4 4

NED (I): Non-Executive Independent Director ED : Executive Director

17. RISK MANAGEMENT COMMITTEE

The Company has an effective risk management procedure which is governed at thehighest level by the Board of Directors. However to further strengthen & streamlinethe procedures about risk assessment and minimization procedures the Board of Directorsvoluntarily constituted a Board level Risk Management Committee (RMC).

A) Composition:

The Details of composition of the Committee are given below:

Name Designation Category
Mr. K. Harishchandra Prasad Chairman NED(I)
Mrs. Shanti Sree Bolleni Member NED(I)
Mr.Chetan Rathi Member ED

NED (I): Non-Executive Independent Director ED : Executive Director

Role and Responsibilities of the Committee includes the following:

• Framing of Risk Management Plan and Policy

• Overseeing implementation of Risk Management Plan and Policy

• Monitoring of Risk Management Plan and Policy

• Validating the process of risk management

• Validating the procedure for Risk minimisation.

• Periodically reviewing and evaluating the Risk Management Policy and practiceswith respect to risk assessment and risk management processes.

• Continually obtaining reasonable assurance from management that all known andemerging risks have been identified and mitigated or managed.

B) RISK MANAGEMENT POLICY:

The Company follows a comprehensive system of Risk Management. The Company has adopteda procedure for assessment and minimization of probable risks. It ensures that all therisks are timely defined and mitigated in accordance with the well-structured riskmanagement process.

18. POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE

1. Scope:

This policy sets out the guiding principles for the Nomination & RemunerationCommittee for identifying persons who are qualified to become Directors and to determinethe independence of Directors in case of their appointment as independent Directors ofthe Company.

2. Terms and References:

2.1 "Director" means a director appointed to the Board of a Company.

2.2 "Nomination and Remuneration Committee means the committee constituted inaccordance with the provisions of Section 178 of the Companies Act 2013 and reg. 19 ofSEBI (Listing Obligation and Disclosure Requirement) Regulations 2015.

2.3 "Independent Director" means a director referred to in sub-section (6) ofSection 149 of the Companies Act 2013 and Regulation 16(1) (b) of the SEBI (Listingobligations and Disclosure Requirements) Regulations 2015.

3. Policy:

Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee and the Board shall review on annualbasis appropriate skills knowledge and experience required of the Board as a whole andits individual members. The objective is to have a board with diverse background andexperience that are relevant for the Company's operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee maytake into account factors such as:

• General understanding of the company's business dynamics global business andsocial perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics integrity and values;

• Willingness to devote sufficient time and energy in carrying out their dutiesand responsibilities effectively.

3.1.3 The proposed appointee shall also fulfil the following requirements: • shallpossess a Director Identification Number; • shall not be disqualified under theCompanies Act 2013;

• shall Endeavour to attend all Board Meeting and Wherever he is appointed as aCommittee Member the Committee Meeting;

• shall abide by the code of Conduct established by the company for Directors andsenior Management personnel;

• shall disclose his concern or interest in any company or companies or bodiescorporate firms or other association of individuals including his shareholding at thefirst meeting of the Board in every financial year and thereafter whenever there is achange in the disclosures already made;

• Such other requirements as may be prescribed from time to time under theCompanies Act 2013 SEBI (Listing obligations and Disclosure Requirements) Regulations2015 and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual withthe objective of having a group that best enables the success of the company's business.

3.2 Criteria of independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence ofDirectors at time of appointment/ re-appointment and the Board shall assess the sameannually. The Board shall re-assess determinations of independence when any new interestor relationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with guidelines as laid downin Companies Act 2013 and reg. 16(1) (b) of the SEBI (Listing obligations and DisclosureRequirements) Regulations 2015.

3.2.3 The Independent Director shall abide by the "Code for Independent Directors"as specifiedin Schedule IV to the companies Act 2013.

3.3 Other Directorships/ Committee Memberships

3.3.1 The Board members are expected to have adequate time and expertise and experienceto contribute to effective Board performance Accordingly members should voluntarily limittheir directorships in other listed public limited companies in such a way that it doesnot interfere with their role as Director of the company. The NR Committee shall take intoaccount the nature of and the time involved in a Director Service on other Boards inevaluating the suitability of the individual Director and making its recommendations tothe Board.

3.3.2 A Director shall not serve as director in more than 20 companies of which notmore than 10 shall be public limited companies.

3.3.3 A Director shall not serve an independent Director in more than 7 listedcompanies and not more than 3 listed companies in case he is serving as a whole-timeDirector in any listed company.

3.3.4 A Director shall not be a member in more than 10 committee or act chairman ofmore than 5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee Audit committee andstakeholder's relationship committee of all public limited companies whether listed ornot shall be included and all other companies including private limited companiesforeign companies and companies under section 8 of the Companies Act 2013 shall beexcluded.

Remuneration policy for Directors key managerial personnel and other employees

1. Scope:

1.1 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.

2. Terms and Reference:

In this policy the following terms shall have the following meanings: 2.1"Director" means a Director appointed to the Board of the company. 2.2 "keymanagerial personnel" means (i) The Chief Executive Office or the managing directoror the manager; (ii) The company secretary; (iii) The whole-time director; (iv) The chieffinance Officer; and (v) Such other office as may be prescribed under the companies Act2013

2.3 "Nomination and Remuneration Committee" means the committee constitutedby Board in accordance with the provisions of section 178 of the companies Act2013 andreg. 19 of SEBI (Listing obligations and Disclosure Requirements) Regulations 2015.

3. Policy:

3.1 Remuneration to Executive Director and Key Managerial Personnel

3.1.1 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.

3.1.2 The Board on the recommendation of the NR committee shall also review and approvethe remuneration payable to the key managerial personnel of the company.

3.1.3 The Remuneration structure to the Executive Director and key managerial personnelshall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Commission (Applicable in case of Executive Directors) (iv) Retrial benefits (v)Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by theNR committee and Annual performance Bonus will be approved by the committee based on theachievement against the Annual plan and Objectives.

3.2 Remuneration to Non-Executive Directors

3.2.1 The Board on the recommendation of the Nomination and Remuneration Committeeshall review and approve the remuneration payable to the Non-Executive Directors of theCompany within the overall limits approved by the shareholders as per provisions of thecompanies act.

3.2.2 Non-Executive Directors shall be entitled to sitting fees attending the meetingsof the Board and the Committees thereof. The Non-Executive Directors shall also beentitled to profit related commission in addition to the sitting fees.

3.3. Remuneration to other employees

3.3.1. 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.

19. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and SEBIListing Regulations.

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by theSecurities and Exchange Board of India on January 5 2017.

In a separate meeting of independent directors performance of non-independentdirectors the board as a whole and the Chairman of the Company was evaluated taking intoaccount the views of executive directors and nonexecutive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.

In the board meeting that followed the meeting of the independent directors and meetingof Nomination and Remuneration Committee the performance of the board its committeesand individual directors was also discussed.

Performance evaluation of independent directors was done by the entire board excludingthe independent director being evaluated.

20. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWNAND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT& REMUNERATION) RULES 2014 :

Disclosure pertaining to remuneration and other details as required under section 197of the Companies Act 2013 read with rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is given in Annexure–1 to thisReport.

The Statement containing the particulars of employees as required under section 197(12)of the Companies Act 2013 read with rule 5(2) and other applicable rules (if any) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is providedin a separate annexure forming part of this report. Further the report and the accountsare being sent to the members excluding the aforesaid annexure. In terms of section 136 ofthe Companies Act 2013 the said annexure is open for inspection at the registered officeof the Company during the working hours. Any member interested in obtaining a copy of thesame may write to the Company

21. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act 2013 and Rule 5(1) of the Companies(Appointment & Remuneration) Rules 2014 read with Schedule V of the Companies Act2013 a remuneration ratio of 8:1 is being paid to Mr. Chetan Rathi Whole-Time director ofthe Company and a ratio of 9:1 is being paid to Mr. Hari Narayan Rathi Managing Directorof the Company.

22. 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:

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) The Directors had 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;

(c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

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

23. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its variouslocations commensurate with its size and operations. The organization is adequatelystaffed with qualified and experienced personnel for implementing and monitoring theinternal control environment.

The internal audit function is adequately resourced commensurate with the operations ofthe Company and reports to the Audit Committee of the Board.

24. NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2020-21 the Auditors have not reported any matter undersection 143(12) of the Companies Act 2013 therefore no detail is required to bedisclosed under section 134(3) (ca) of the Companies Act 2013.

25. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THESUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

M/s B N Rathi Comtrade Private Limited and M/s B N Rathi Industries Private Limited arewhollyowned subsidiaries of the Company have made an income of Rs. 80.06 lacs with aprofit of Rs. 18.336 lacs and Income of Rs. 0.23 lacs with a profit of Rs. 0.025 lacsrespectively.

As per the provisions of Section 129 of the Companies Act 2013 read with Companies(Accounts) Rules 2014 a separate statement containing the salient features of thefinancial statements of the subsidiary companies is prepared in Form AOC-1 and is attachedas Annexure -2 and forms part of this report.

26. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.

There have been no companies which have become or ceased to be the subsidiaries jointventures or associate companies during the year.

27. CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (hereinafter referred to as the ‘Listing Regulations') and Section129 of the Companies Act 2013 the Consolidated Financial Statements which have beenprepared by the Company in accordance with the applicable provisions of the Companies Act2013 and the applicable Indian Accounting Standards (Ind AS) forms part of this AnnualReport.

28. DETAILS RELATING TO DEPOSITS COVERING THE FOLLOWING:

The Company has not accepted any public deposits during the Financial Year ended March31 2021 and as such no amount of principal or interest on public deposits wasoutstanding as on the date of the balance sheet

Details of deposits not in compliance with the requirements of the Act:

Since the Company has not accepted any deposits during the Financial Year ended March31 2021 there has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January2019 amending the Companies (Acceptance of Deposits) Rules 2014 the Company is requiredto file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 foroutstanding receipt of money/loan by the Company which is not considered as deposits.

The Company complied with this requirement within the prescribed timelines.

29. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The company has not given loans Guarantees or made any investments during the yearunder review.

The Company has been availing facilities of Credit and Guarantee as and when requiredfor the business of the Company from banks. Personal Guarantees were given by Mr. HariNarayan Rathi Managing Director and Mr.Chetan Rathi Executive Director without anyconsideration for obtaining Bank Guarantees.

30. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. During the financial year2020-21 there were no materially significant related party transactions made by theCompany with Promoters Directors Key Managerial Personnel or other designated personswhich may have a potential conflict with the interest of the Company at large.

The summary statement of transactions entered into with the related parties arereviewed and approved by the Audit Committee and the Board of Directors on a quarterlybasis. The summary statements are supported by an independent audit report certifying thatthe transactions are at an arm's length basis and in the ordinary course of business

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure- 3 to thisreport.

31. COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY:

Since the Company does not have the net worth of Rs. 500 Crore or more or turnover ofRs. 1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial yearsection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.

32. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:Therequired information as per Sec.134 (3) (m) of the Companies Act 2013 is providedhereunder:

A. Conservation of Energy: Your Company's operations are not energy intensive.Adequate measures have been taken to conserve energy wherever possible by using energyefficient computers and purchase of energy efficient equipment.

B. Technology Absorption: All the Factors mentioned in Rule 8 (3)(b) Technologyabsorption are not applicable to the Company.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL

Foreign Exchange Outgo: NIL

33. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Board of Directors has formulated a Whistle Blower Policy which is in compliancewith the provisions of Section 177(10) of the Companies Act 2013 and Regulation 22 of theListing Regulations. The Company promotes ethical behaviour and has put in place amechanism for reporting illegal or unethical behaviour. The Company has a Vigil Mechanismand Whistle-blower policy under which the employees are free to report violations ofapplicable laws and regulations and the Code of Conduct. Employees may report theirgenuine concerns to the Chairman of the Audit Committee. During the year under review noemployee was denied access to the Audit Committee.

Vigil Mechanism Policy has been established by the Company for directors and employeesto report genuine concerns pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013. The same has been placed on the website of theCompanywww.bnrsecurities.com.

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators /courts thatwould impact the going concern status of the Company and its future operations.

36. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT:

At the 33rd Annual General Meeting held on 10.08.2019 the members of the companyapproved the appointment of M/s. Seshachalam & Co chartered Accountants StatutoryAuditors of the company for the term of five years from the financial year 2019-20 onwardson such terms and conditions and remuneration as may be decided by the Board. M/sSeshachalam & Co will continue as statutory auditors of the company till theconclusion of the 38th Annual General Meeting to hold for the financial year 2023-24.

The Auditors' Report for fiscal 2021 does not contain any qualification reservation oradverse remark. The Auditors' Report is enclosed with the financial statements in thisAnnual Report. The Company has received audit report with unmodified opinion for bothStandalone and Consolidated audited financial results of the Company for the FinancialYear ended March 31 2021 from the statutory auditors of the Company.

The Auditors have confirmed that they have subjected themselves to the peer reviewprocess of Institute of Chartered Accountants of India (ICAI) and hold valid certificateissued by the Peer Review Board of the ICAI.

37. SECRETARIAL AUDIT REPORT:

In terms of section 204 of the Companies Act 2013 read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 based upon the recommendations ofthe Audit Committee the Board of Directors had appointed M/s. S.S. Reddy &Associates Practicing Company Secretaries (CP No. 7478) as the Secretarial Auditor of theCompany for conducting the Secretarial Audit for financial year ended March 31 2021.

The Secretarial Audit was carried out by M/s. S.S. Reddy & Associates CompanySecretaries (CP No. 7478) for the financial year ended March 31 2021. The Report given bythe Secretarial Auditor is annexed herewith as Annexure- 4 and forms integral partof this Report.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

38. INTERNAL AUDITORS:

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts)Rules 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board andits Powers) Rules 2014; during the year under review the Internal Audit of the functionsand activities of the Company was undertaken by the Internal Auditor of the Company onquarterly basis by M/s Penmetsa & Associates. the Internal Auditor of the Company.

Deviations are reviewed periodically and due compliance ensured. Summary of SignificantAudit Observations along with recommendations and its implementations are reviewed by theAudit Committee and concerns if any are reported to Board. There were no adverse remarksor qualification on accounts of the Company from the Internal Auditor.

The Board has re-appointed by M/s Penmetsa & Associates Chartered AccountantsHyderabad as Internal Auditors for the Financial Year 2021-22.

39. SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Companies Act 2013 the Company hascomplied with the applicable provisions of the Secretarial Standards issued by theInstitute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

40. DECLARATION BY THE COMPANY

The Company has issued a certificate to its Directors confirming that it has not madeany default under Section 164(2) of the Act as on March 31 2021.

41. ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an annual return is uploaded onwebsite of the Company www.bnrsecurities.com

42. DISCLOSURE ABOUT COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Act are not applicable for the business activitiescarried out by the Company.

43. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and analysis report for the year under review as stipulated underRegulation 34 (e) read with schedule V Part B of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 with the stock exchange in India is annexed herewith as Annexure-5to this report.

In terms of Regulations 25(8) of the Listing Regulations the Independent Directorshave confirmed that they are not aware of any circumstance or situation which exists ormay be reasonably anticipated that could impair or impact their ability to dischargetheir duties with an objective independent judgement and without any external influence.

During the year Independent Directors of the Company had no pecuniary relationship ortransactions with the Company other than sitting fees commission and reimbursement ofexpenses incurred by them for the purpose of attending meetings of the Board of Directorsand Committee(s).

44. FAMILIARISATION PROGRAMMES:

The Company familiarises its Independent Directors on their appointment as such on theBoard with the Company their roles rights responsibilities in the Company nature ofthe industry in which the Company operates etc. through familiarisation programme. TheCompany also conducts orientation programme upon induction of new Directors as well asother initiatives to update the Directors on a continuing basis. The familiarisationprogramme for Independent Directors is disclosed on the Company's websitewww.bnrsecurities.com

45. INSURANCE:

The properties and assets of your Company are adequately insured.

46. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid-up capital of the Company is less than Rs. 10 Crores and Net worth ofthe Company is less than Rs. 25 Crores Corporate Governance is Not Applicable.

47. NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES

None of the Independent / Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the Judgment of the Board may affect theindependence of the Directors.

48. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulation 2015 and theapplicable Securities laws. The Insider Trading Policy of the Company lays down guidelinesand procedures to be followed and disclosures to be made while dealing with shares of theCompany as well as the consequences of violation. The policy has been formulated toregulate monitor and ensure reporting of deals by employees and to maintain the highestethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures forfair disclosure of unpublished price sensitive information and code of conduct for theprevention of insider trading is available on our website (www.bnrsecurities.com)

49. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at workplace.

This is in line with provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 (‘POSH Act') and the Rules madethereunder. With the objective of providing a safe working environment all employees(permanent contractual temporary trainees) are covered under this Policy. The policy isavailable on the website at www.bnrsecurities.com

As per the requirement of the POSH Act and Rules made thereunder the Company hasconstituted an Internal Committee at all its locations known as the Prevention of SexualHarassment (POSH) Committees to inquire and redress complaints received regarding sexualharassment. During the year under review there were no Complaints pertaining to sexualharassment.

Committee:

Name Designation
Deepika Mathur Presiding Officer
Sabitha Reddy G Member
M V Rao Member
Dasaripalla joji External Member

All employees are covered under this policy. During the year 2020-2021 there were nocomplaints received by the Committee.

50. Other Disclosures:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

a. Issue of equity shares with differential rights as to dividend voting or otherwise.

b. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.

c. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.

51. ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the overwhelming co-operation andassistance received from the investors customers business associates bankers vendorsas well as regulatory and governmental authorities. Your Directors also thanks theemployees at all levels who through their dedication co-operation support and smartwork have enabled the company to achieve a moderate growth and is determined to poise arapid and remarkable growth in the year to come.

Your Directors also wish to place on record their appreciation of businessconstituents banks and other financial institutions and shareholders of the CompanySEBI BSE NSE MCX NSDL CDSL HDFC ICICI Bank etc. for their continued support for thegrowth of the Company.

For and on behalf of the Board
B.N. Rathi Securities Limited
Sd/-
Laxminiwas Sharma
Place : Hyderabad Chairman
Date :25.05.2021 DIN: 00010899

.