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Betala Global Securities Ltd.

BSE: 531530 Sector: Financials
NSE: N.A. ISIN Code: INE658E01027
BSE 05:30 | 01 Jan Betala Global Securities Ltd
NSE 05:30 | 01 Jan Betala Global Securities Ltd

Betala Global Securities Ltd. (BETALAGLOBSEC) - Director Report

Company director report

Dear Members

Your directors have pleasure in presenting the 26th Annual Report togetherwith the financial statements for the year ended 31st March 2020.

FINANCIAL SUMMARY:

The financial highlights for the year under review are as follows:

Particulars Year Ended Year Ended
31.03.2020 31.03.2019
Revenue from operations 2864744 494543
Other revenues - -
Total revenue 2864744 494543
Total expenses 2131102 582238
Profit before tax 733642 (87695)
Provision for Tax 70400 -
Profit after Tax 663242 (87695)
Other Comprehensive Income (806825) (1381750)

BUSINESS ACTIVITIES:

Betala Global Securities Limited ("the Company") was promoted by Mr. RoopChand Betala. The Company is acting as an Investment Broker in Securities markets(Purchase and sale of securities) and a Loan and Financial advisory including granting ofUnsecured Loans.

COMPANY'S PERFORMANCE:

During the year the turnover was Rs. 2864744/- as against Rs. 494543/- for theprevious year. The profit before tax of was Rs. 733642/- as against the loss of Rs.87695/- for the previous year.

DIVIDEND:

The Board of Directors has not recommended any dividend for the financial year 2019-20due to loss. (Previous year:NIL).

CONSOLIDATED FINANCIAL RESULTS:

The Company has no subsidiary associate and joint venture companies and thereforepreparation and presentation of Consolidated Financial Statements does not arise for theyear ended 31st March 2020.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE THE SUBSIDIARIES JOINT VENTURESOR ASSOCIATE COMPANIES DURING THE YEAR:

The Company has no Subsidiaries Joint Ventures or Associate Companies. During the yearno companies have become or ceased to be the subsidiaries joint ventures or associates ofthe Company.

RESERVES:

In view of losses transferring the profit to the General Reserve did not arise.

MANAGEMENT DISCUSSION & ANALYSIS:

A detailed analysis of performance of the Industry and the Company is provided in theManagement Discussion and Analysis Report as Annexure - I which forms an integral part ofthis report.

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with Section 134(5) of the Companies Act 2013 your Board of Directorsconfirms 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 2019-20and of the 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; and

(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.

CORPORATE GOVERNANCE:

The Company is exempted from the compliance with the corporate governance provisions asspecified in regulations 17 17A 18 19 20 21 22 23 24 24A 25 26 27 and clauses(b) to (i) of sub-regulation (2) of regulation 46 and para C D and E of Schedule V asthe Company's paid up equity share capital not exceeded rupees ten crore and net worth notexceeded rupees twenty five crore as on the last day of the previous financial year.However the Company has on a voluntary basis furnished a separate Report on CorporateGovernance for the financial year ended 31st March 2020 in as Annexure II.A andis forming part of this Report.

MEETINGS OF THE BOARD:

Five Board Meetings were held during the financial year 2019-20 and the details ofwhich are available in Report on Corporate Governance as Annexure II.B which forms anintegral part of this Report

DIRECTORS AND KMP:

During the year under review there is no change in the Board of Directors.

The Registrar of Companies Chennai has caused the directors to be disqualified undersection 164(2) of the Companies Act2013. The Company has obtained a stay from the Hon'bleHigh Court of Madras at Chennai.

DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors have given the declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 read with theRules made thereunder and Regulation 16(1)(b) of SEBI(LODR) Regulations 2015.

AUDIT COMMITTEE:

The Board of Directors has an audit committee and the composition powers role andterms of reference of the Audit Committee are in accordance with the requirements mandatedunder Section 177 of the Companies Act 2013 read with the Rules made thereunder andRegulation 18 and 21 read with Part C of Schedule II of SEBI (LODR) Regulations 2015.

The details of Audit Committee along with the details of the Meetings held during thefinancial year 2018-19are given in the Corporate Governance Report that forms part of thisReport.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of the provisions of Section 197(12) of the Companies Act 2013 read with Subrules(1) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 a statement is enclosed in Annexure - III.

AUDITORS AND AUDITORS' REPORT:

M/s. Lily & Geetha Associates Chartered Accountants who were appointed as Auditorsat the 23rdAGM held on 19.09.2017for a period of five years i.e. till 28thAGMto be held. The Auditors being eligible will continue to hold office for the remainingperiod.

Auditors report for the financial year 2019-20 is annexed to this Annual Report.

There are few qualifications reservation or adverse remark or disclaimer made by theauditors in their report. The Board of Directors takes steps to ensure the compliances inthe coming years.

COST AUDITOR:

Appointment of Cost Auditors is not applicable to the Company.

LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY:

Details of investments loans and guarantees covered under the provisions of section186 of the Companies Act 2013 read with the rules made thereunder are provided in theNotes to the Financial Statements.

RELATED PARTY TRANSACTIONS:

The Company has formulated a Policy on dealing with Related Party Transactions. ThePolicy is disclosed on the website of the Company.

All transactions entered into with Related Parties as defined under the Companies Act2013 and Regulation 23 of the SEBI (LODR) Regulations 2015 during the financial year2019-20 were in the ordinary course of business and on an arms' length basis and do notattract the provisions of Section 188 of the Companies Act 2013. However pursuant to theprovisions of Regulation 23 (2) of the SEBI (LODR) Regulations 2015 prior approval ofthe Audit Committee was sought for entering into the Related Party Transactions.

During the financial year 2018-19 the Company had not entered into any contract /arrangement / transactions with Related Parties which could be considered as material interms of Regulation 23 of the SEBI (LODR) Regulations 2015. In accordance with AccountingStandard 18 the Related Party Transactions are disclosed in the notes to the FinancialStatements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There were no materially significant transactions with Related Parties during thefinancial year 2019-20 which conflicted with the interest of the Company. Suitabledisclosures as required under AS-18 have been made in the Notes to the financialstatements.

The Corporate Governance Report contains relevant details on the nature of RelatedParty Transactions (RPTs) and the policy formulated by the Board on Material RPTs.Particulars of Contracts or Arrangements with Related Parties referred to in Section188(1) of the Companies Act 2013 is furnished in accordance with Rule 8(2) of theCompanies (Accounts) Rules 2014 in Form AOC - 2 as Annexure - IV.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

There are no shares in the demat suspense account or unclaimed suspense account asapplicable:

(a) aggregate number of shareholders and the outstanding shares in the suspense accountlying at the beginning of the year: NIL.

(b) number of shareholders who approached listed entity for transfer of shares fromsuspense account during the year: NIL.

(c) number of shareholders to whom shares were transferred from suspense account duringthe year: NIL.

(d) aggregate number of shareholders and the outstanding shares in the suspense accountlying at the end of the year: NIL.

(e) that the voting rights on these shares shall remain frozen till the rightful ownerof such shares claims the shares: NIL.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &OUTGO:

Details of energy conservation technology absorption foreign exchange earnings andoutgo in accordance with the provisions of Section 134 (3) (m) of the Companies Act 2013read with Rule 8 of the Companies (Accounts) Rules 2014 are given as Annexure - V formingpart of this Report.

CODE OF CONDUCT:

The Board has formulated a Code of Conduct for Directors and Senior ManagementPersonnel of the Company. A Declaration affirming on the compliance of Code of Conduct isprovided in Annexure - VI.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The company has formulated as Internal controls policy. In the opinion of Board it isadequate to mitigate risks and provided reasonable assurance that operations/transactionsare efficient and assets are Safeguarded.

MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments affecting the financial position of theCompany between the end of financial year i.e. 31st March 2020 and the date ofthe Report i.e. 29th June 2020.

ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is enclosedand marked as Annexure - VII.

REMUNERATION POLICY:

The Remuneration policy of the Company comprising appointment and remuneration of theDirectors Key Managerial Personnel and Senior Executives of the Company includingcriteria for determining qualifications positive attributes independence of a Directorand other related matters has been provided in the Corporate Governance Report.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhad appointed Ms. Khushbu Shah practicing company secretary to undertake the SecretarialAudit of the Company for

the financial year 2019-20. The Secretarial Audit Report is given as Annexure - VIIIforming part of this Report.

There are few reservation or adverse remarks or disclaimer made by the auditors intheir report. The Board of Directors takes steps to ensure the compliances in the comingyears.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The company has established a vigil mechanism for directors and employees to reportgenuine concerns pursuant to section 177 of the Companies Act2013 read with Rule 7 of theCompanies (Meetings of Board and its Powers) Rules 2014 and SEBI(LODR) Regulations 2015.

DEPOSITS:

Your Company has neither accepted nor renewed any deposits from public within themeaning of Section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014 during the year.

SIGNIFICANT AND MATERIAL ORDERS IMPACTING THE COMPANY:

There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company.

BOARD EVALUATION:

The Board carried out an annual performance evaluation of its own performance theindividual Directors as well as the working of the Committees of the Board. Theperformance evaluation of the Independent Directors was carried out by the entire Board.The performance evaluation of the Chairman and the NonIndependent Directors were carriedout by Independent Directors. Details of the same are given in the Report on CorporateGovernance annexed hereto.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The company is not covered under section 135 of the Companies Act2013 and formulationof CSR policy and constitution of a CSR committee did not arise.

ANTI- SEXUAL HARASSMENT POLICY:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. No complaints were received during thefinancial year 2019-20.

CEO/CFO CERTIFICATION:

Mr.Roop Chand Betala Chairman/ CEO/CFO has given his certification to the Board interms of under the SEBI (LODR) Regulations 2015.

ACKNOWLEDGEMENT:

Your directors place on record a great appreciation of the fine efforts of allexecutives and employees of the Company. Your directors also express their sincere thanksto various Departments of Central Government Government of Tamil Nadu BanksShareholders and all other stakeholders for continuing support and encouragement duringthe financial year 2019-20 and expect the same in future also.

For and on behalf of the Board of Directors of
BETALA GLOBAL SECURITIES LIMITED
Date: 29th June 2020 ROOP CHAND BETALA
Place: Chennai Chairman.

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