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Chartered Capital & Investment Ltd.

BSE: 511696 Sector: Financials
NSE: N.A. ISIN Code: INE953B01010
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NSE 05:30 | 01 Jan Chartered Capital & Investment Ltd
OPEN 51.90
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VOLUME 100
52-Week high 59.50
52-Week low 47.45
P/E
Mkt Cap.(Rs cr) 16
Buy Price 49.45
Buy Qty 52.00
Sell Price 49.45
Sell Qty 48.00
OPEN 51.90
CLOSE 51.90
VOLUME 100
52-Week high 59.50
52-Week low 47.45
P/E
Mkt Cap.(Rs cr) 16
Buy Price 49.45
Buy Qty 52.00
Sell Price 49.45
Sell Qty 48.00

Chartered Capital & Investment Ltd. (CHARTERCAPITAL) - Director Report

Company director report

To

Dear Shareholders of

Chartered Capital and Investment Limited

Your Directors are pleased to present herewith the 33rd Annual report along with theAudited Annual Accounts of the Company for the year ended March 31 2019.

FINANCIAL RESULTS

The Financial Results for the year ended March 31 2019 are summarized as under:

(Rs. In Lacs)
Particulars For the year ended*
31/03/2019 31/03/2018
Total Income 205.69 235.26
Profit (Loss) before depreciation and taxes 77.05 126.80
Less: Depreciation 3.92 3.92
Less: Tax Expenses 15.11 16.91
Profit (Loss) After Tax 58.02 105.97

* Previous Year's figures have been regrouped reclassified wherever considerednecessary.

OPERATIONS

During the year under review the total income of the Company decreased to Rs.205.69lacs from Rs. 235.26 lacs during the previous year. The profit after tax also decreasedfrom Rs.105.97 lacs during the previous year to Rs.58.02 lacs during the current yearmainly due to reduction in other operating income (i.e. income on non-current investment)from Rs. 63.16 lacs during the previous year to Rs.36.59 lacs during the current year andreduction in other income (i.e. interest income) from Rs.103.98 lacs during the previousyear to Rs.83.20 lacs during the current year. Although there was an overall improvementin the capital market there was a decrease in the total income and profit after tax of thecompany which directors expect to improve in the coming years.

CHANGES IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the year underreview. The company is mainly engaged in the providing merchant banking services to itsclients. In addition income also arises from the sale of investment made by the company.

SHARE CAPITAL

During the year under review the company has not increased its paid up capital. Thepaid up equity share capital of the company as on March 31 2019 is Rs.30116000. Duringthe year under review the company has neither issued shares with differential votingrights nor granted employee stock options or sweat equity.

TRANSFER TO RESERVE

No amount was transferred to or from General Reserve or Securities Premium Accountduring the year under review. Entire profit of the company for the year under review wastransferred to Profit & Loss Account of the Company.

DIVIDEND

The Board of Directors of your company after considering holistically the relevantcircumstances and has decided that it would be prudent not to recommend any Dividend forthe year under review with a view to reinvest the profit for the operations of theCompany.

DIRECTORS

Constitution of the Board

The Board of Directors of the Company is constituted in compliance with the CompaniesAct and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. TheCompany has a balanced board with optimum combination of Executive Non-Executive andWoman Directors which includes independent professionals. As on March 31 2019 the Boardof Directors of the company comprised of 6 Directors. Their details as on March 31 2019are as under:

Name Category/ Designation No. of outside Directorship and Committee Membership/Chairmanship
Directorship# Committee membership/ Chairmanship* Inter se relationship between Directors
Public Company Private Company Membership Chairmanship
Mr. Sanatan N. Munsif@ Independent Director & Chairman Nil Nil Nil Nil None
Mr. A. L. Sanghvi Promoter Director Non Executive Director & Vice Chairman Nil 1 Nil Nil None
Mr. Mohib N. Khericha Promoter Director Managing Director 4 9 1 5 Husband of Mrs. Sofia M Khericha
Mrs. Sofia M. Khericha Promoter Director Non Executive Woman Director Nil 1 Nil Nil Wife of Mr. Mohib N Khericha
Mr. Deepak P. Singhvi Independent Director Nil 3 Nil Nil None
Mr. Ashok Kavdia@@ Independent Director 2 1 3 Nil None

* Only Audit Committee and Stakeholders Relationship Committee of public limitedcompanies have been considered.

# Outside Directorship of Directors does not include directorship in anyforeign company.

@ Mr. Sanatan N Munsif ceased to be Director & Chairman of the Company due to hisdeath on June 18 2019.

@@ Mr. Ashok Kavdia has been appointed as Chairman of the Board of Directorsof the Company w.e.f. July 12 2019.

Change/Appointment/Re-appointment of Directors/Re-appointment of Independent Directors

In accordance with the provisions of the Companies Act 2013 and rules made thereunderand pursuant to the Article of Association of the Company Mrs. Sofia M Khericha (DIN:2695350) Non Executive Woman Director retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers herself for re-appointment to the Board.

Pursuant to the provisions of the Companies Act 2013 and Listing Regulations Mr.Ashok Kavdia and Mr. Deepak P Singhvi were appointed as Independent Non ExecutiveDirectors to hold office for five consecutive years for a term upto conclusion of 33rdAnnual General Meeting of the Company to be held in the calendar year 2019 by the Membersof the Company in the 28th Annual General Meeting held on September 30 2014. They areeligible for reappointment as Independent Directors for a second term of five consecutiveyears

Pursuant to the provision of the Companies Act based on the recommendation of theNomination and Remuneration Committee the Board recommends for the approval of theMembers through Special Resolutions at the ensuing Annual General Meeting re-appointmentof Mr. Ashok Kavdia and Mr. Deepak P Singhvi as Independent Directors for second term offive consecutive years from the conclusion of 33rd Annual General Meeting uptoa conclusion of 38th Annual General Meeting of the Company to be held in thecalendar year 2024.

Profile and other information of the aforesaid Directors as required under Regulation36 of SEBI ( Listing Obligations and Disclosure Requirements) Regulations 2015 forms partof the Notice convening the 33rd Annual General Meeting.

The above proposal for reappointment forms part of the Notice of the 33rdAnnual General Meeting and the relevant resolutions are recommended for your approvaltherein.

In addition to this there has been one more change in the Board of Director of theCompany during the current financial year 2019-2020 i.e. Mr. Sanatan N Munsif IndependentDirector and Chairman of the Board of the Company ceased to be Director & Chairman ofthe Board due to his sad and untimely death on June 18 2019. Due to this the Board ofDirectors of the Company have at their meeting held on July 12 2019 appointed Mr. AshokKavdia Independent Director of the Company as regular Chairman of the Board of Company.

Changes in Directors and Key Managerial Personnel

During the year under review shareholders of the company at their previous AnnualGeneral Meeting approved the reappointment of Mr. A.L. Sanghvi who was liable to retireby rotation and had offered himself for re-appointment.

Mrs. Sofia M Khericha Director of the company retires by rotation at the ensuing 33rdAnnual General Meeting of the Company and being eligible has offered herself forreappointment. It is also proposed to re-appoint Mr. Ashok Kavdia and Mr. Deepak P Singhvias Independent Directors of the Company at the ensuing 33rd Annual GeneralMeeting of the Company for a second term of five years.

Pursuant to provisions of sections 203 of the Companies Act 2013 the key managerialpersonnel (KMP) of your company are Mr. Mohib N Khericha Managing Director Mr. Javed SSaiyed Chief Financial Officer and Mr. Manoj Kumar Ramrakhyani Company Secretary of theCompany. There has been no change in the KMP during the year.

Board Evaluation

A formal evaluation mechanism is in place for evaluation the performance of the Boardcommittees thereof individual directors and the Chairman of the Board.

The evaluation of board is carried out annually as per the provisions of the CompaniesAct 2013 rules thereof and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. Performance evaluation of each Director is based on the criteria aslaid down from time to time by the Nomination and Remuneration Committee.

Criteria for performance evaluation includes aspects such as attendance for themeetings participation and independence during the meetings interaction with ManagementRole and accountability to the Board knowledge and proficiency and any other factors asmay be decided by the Nomination and Remuneration Committee. Further performanceevaluation of an Executive Director is done based on business achievements of the company.

The independent directors have also met separately on February 12 2019.

Remuneration Policy

The Board has on the recommendation of the Nomination and Remuneration Committee frameda policy for the selection and appointment of directors KMP & senior managementpersonnel and their remuneration. The policy of the Company on directors' appointment andremuneration including criteria for determining qualifications positive attributesindependence of directors and other matters as required under Section 178(3) of theCompanies Act 2013 is available on the Company's websitewww.charteredcapital.net/investors. There has been no change in the policy since the lastfiscal year. We afirm that remuneration paid to the directors is as per the terms laidout in the Nomination and Remuneration policy of the Company.

The requisite detail as required under section 178(3) and (4) of the Companies Act2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isattached herewith as "Annexure-A".

Number of meetings of the Board

The Board of Directors met 7 times during the year. The attendance of each Director atthe Board Meetings and last Annual General Meeting held during the year under review areas under:

Director No. of Board Meetings Last AGM attended
Held Attended
Mr. Sanatan Munsif 7 4 No
Mr. A.L. Sanghvi 7 7 Yes
Mr. Mohib N. Khericha 7 7 Yes
Mr. Ashok Kavdia 7 7 Yes
Mr. Deepak Singhvi 7 1 No
Mrs. Sofia M Khericha 7 7 No

Declaration by Independent Directors

The Company has received the necessary disclosure from each Independent Director inaccordance with section 149(7) of the Companies Act 2013 that he meets the criteria ofindependence as laid out in sub-section (6) of Section 149 of the Companies Act 2013 andRegulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34(2) read with Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Management Discussion and Analysis Report hasbeen enclosed herewith as "Annexure-B" and forms part of Director's Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return as on March 31 2019 inform MGT-9 as per section 92(3) of the Companies Act 2013 is attached as "Annexure– C". Extract of Annual Return of the Company is also available on the websiteof the Company athttps://www.charteredcapital.net/wp-content/uploads/2019/08/Year-Ended-March-31-2019.pdf

CORPORATE GOVERNANCE

At Chartered Capital And Investment Limited We ensure that we evolve and follow thecorporate governance guidelines and best practices. We consider it our inherentresponsibility to disclose timely and accurate information regarding our financials andoperational performance. We are attaching herewith a separate report on CorporateGovernance along with Compliance Certificate Issued by Statutory Auditor in this annualreport marked as "Annexure-D" to the Director's Report.

CEO/CFO CERTIFICATION

A certificate from the Managing Director and Chief Financial Officer Pursuant toRegulation 17(8) read with Schedule II of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 has been placed before the board at its meeting held onAugust 28 2019 and has been disclosed in the Corporate Governance Report forming part ofAnnual Report.

STOCK EXCHANGES

The Company's shares are presently listed on BSE Limited. Further the applicablelisting fees for the financial year 2019-2020 has been paid to the stock exchange.

DIRECTORS' RESPONSIBILITY STATEMENT

As per section 134(3) of the Companies Act 2013 it is hereby confirmed that:

i) In the preparation of the annual accounts for the year ended March 31 2019 theapplicable accounting standards have been followed along with proper explanation relatingto 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 March 31 2019 and of the profit ofthe company for the year ended on that date;

iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother 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 that such internal financial controls are adequate and were operatingeffectively;

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.

REPORTING OF FRAUD BY AUDITORS OF THE COMPANY

There are no incidence of fraud reported by the statutory auditors as required undersection 143 (12) of the Companies Act 2013 and rules made thereunder

REPORTS BY AUDITORS Statutory Auditor

At the 31st Annual General Meeting held on September 29 2017 the membershad approved appointment of M/s F P & Associates Chartered Accountants (FirmRegistration No: 0143262W) Ahmedabad as the Statutory Auditors of the Company for aperiod of 5 years that began from the conclusion of the 31st Annual General Meeting untilthe conclusion of 36th Annual General Meeting to be held in year 2022 on such remunerationas may be mutually agreed between the Board of Directors of the Company and the StatutoryAuditors.

In accordance with Companies Amendment Act 2017 enforced on May 7 2018 by Ministry OfCorporate Affairs the appointment of statutory auditors is now not required to be rati_edat every Annual General Meeting.

There are no qualifications reservations or adverse remarks or disclaimers made by theauditors in their report on the financial statements of the company for the financial yearended March 31 2019. The Auditors Report is enclosed with the financial statements inthis Annual Report. The notes on the Financial Statements referred to in the AuditorsReports are self-explanatory and do not call for any comments or explanations.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshas appointed M/s Nahidakhtar Vhora & Company Practicing Company Secretaries toundertake the Secretarial Audit of the Company for the financial year 2018-19.

The Secretarial Audit Report in from MR-3 obtained pursuant to Companies Act2013 forthe financial year 2018-19 is enclosed as "Annexure-E" and forms an integralpart of this report.

The Secretarial Auditor Report are self-explanatory and do not call for any comments orexplanations. There is no secretarial audit qualification for the year under review.

Cost Audit

The Company is not required to maintain the cost records in terms of section 148 of theCompanies Act 2013.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT2013

Particulars of loans and guarantee given and the investments made by the company as atMarch 31 2019 are forming part of financial statements.

STATE OF THE COMPANY'S AFFAIR

During the year under review the total income of the Company decreased to Rs.205.69lacs from Rs. 235.26 lacs during the previous year. The profit after tax also decreasedfrom Rs.105.97 lacs during the previous year to Rs.58.02 lacs during the current yearmainly due to reduction in other operating income (i.e. income on non-current investment)from Rs. 63.16 lacs during the previous year to Rs.36.59 lacs during the current year andreduction in other income (i.e. interest income) from Rs.103.98 lacs during the previousyear to Rs.83.20 lacs during the current year. Although there was an overall improvementin the capital market there was a decrease in the total income and profit after tax of thecompany which directors expect to improve in the coming years.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

No material changes and commitments affecting the financial position of the companyhave occurred between the end of financial year to which the financial statements relateand the date of the Directors' Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION RESEARCH AND DEVELOPMENT AND FOREIGNEXCHANGE EARNINGS AND OUTGO

A. Conservation of energy

(a) the steps taken or impact on conservation of energy: As the operations ofthe Company are not energy intensive the same is not applicable. However adequatemeasures have been initiated for conservation of energy.

(b) the steps taken by the company for utilizing alternate sources of energy:Though the operations of the Company are not energy intensive the company shall explorethe alternate sources of energy as and when necessity arises. (c) the capitalinvestment on energy conservation equipments: Nil B. Technology absorption-

(a) The efforts made towards technology absorption: The operations of thecompany are of a nature where no major technology is used and therefore same is notapplicable.

(b) The benefits derived like product improvement cost reduction productdevelopment or import substitution: Not Applicable

(c) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year) : Not Applicable

i. the details of technology imported;

ii. the year of import;

iii. whether the technology been fully absorbed;

iv. if not fully absorbed areas where absorption has not taken place and the reasonsthereof; and

(d) The expenditure incurred on Research and Development : Nil/ Not Applicable

C. Foreign exchange earnings and Outgo-

There was no inflow or outflow of foreign exchange during the year under review.

RISK MANAGEMENT POLICY

The organization is in the process of strengthening its Risk Management framework withan endeavour to enhance the control environment via risk mitigation and reducing theimpact of risks concerning the business of the company within the acceptable levels. Ithas been carried out in a phased manner wherein due emphasis is being given onidentification assessment and mitigation thereof through economic control of those risksthat endanger to the assets and business of the Company.

To achieve the aforesaid objectives the Board of Directors of your company has framedthe Risk Management policy to identify assess and mitigate the risk associated with theBusiness of the Company.

CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR)

The provisions of Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 are not applicable to the Company asit doesn't fall in any of the criteria as specified under section 135(1) of the CompaniesAct 2013.

PARTICULARS OF REMUNERATION OF MANAGERIAL PERSONNEL AND RELATED DISCLOSURES

The ratio of remuneration of each director to the median employee's remuneration andother details in terms of section 197(12) of the Companies Act 2013 read with rule 5(1)of the Companies (Appointment and remuneration of Managerial personnel) Rules 2014 formspart of this report and is attached as "Annexure-F".

None of the employees of the Company was in receipt of remuneration in excess of thelimits prescribed under rule 5(2) & 5(3) of the Companies (Appointment andremuneration of Managerial personnel) Rules 2014 during the year under review.Accordingly no such disclosure is required to be made.

POLICY FOR PREVENTION OF SEXUAL HARASSMENT

The Company has framed a policy on prevention of sexual harassment of women staff atworkplace. Internal Complaints Committee has also been set up to redress complaintsreceived regarding sexual harassment. No case was reported during the year under reviewunder the the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has formulated a vigil mechanism through Whistle Blower Policy dealing withthe instances of unethical behavior actual or suspected fraud or violation of thecompany's code of conduct. The details of the policy is explained in the CorporateGovernance Report and also posted on the website of the Company.

AUDIT COMMITTEE

The detail of the Audit Committee including its composition and terms of reference ismentioned in the Corporate Governance Report forming part of the Directors' Report.

RECOMMENDATIONS OF COMMITTEES OF THE BOARD

There was no instance during the financial year 2018-19 wherein the Board had notaccepted recommendations made by any Committee of the Board.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company maintains adequate and effective Internal Financial Control Systemcommensurate with its size and nature of business. Company believe that internal controlsystem provide among other things a reasonable assurance that transactions are executedwith management authorization and that they are recorded in all material respects topermit preparations of financial statements in conformity with established accountingprinciples and that the asset of the company are adequately safeguarded againstsignificant misuse or loss.

Some significant features of the Internal Financial Control Systems are:

• Implementation and control of all transactions including finance requisitionsquality and costing;

• Internal audits are conducted by external auditors and they audit all aspects ofbusiness;

• Extensive Audit programme and periodic review by the Management and AuditCommittee.

The Audit Committee closely interacts with and guides management and alongwithstatutory auditors and internal auditors' reviews significant findings and follows upthereon.

RELATED PARTY TRANSACTIONS

There is no related party transaction during the year under review except theremuneration paid to Directors their relative and KMPs of the Company. Related partytransactions policy is available on website of the company.

The detail of related parties' transaction for the financial year 2018-19 is given innotes the financial statement of the Company.

DEPOSITS

During the year Company has not accepted any fixed deposits. As on March 31 2019there are no fixed deposits with the Company.

SIGNIFICANT ORDERS PASSED BY THE REGULATORS COURTS OR TRIBUNALS IMPACTING GOINGCONCERN AND COMPANY'S OPERATIONS

To the best of our knowledge the company has not received any such orders passed bythe regulators courts or tribunals during the year which may impact the going concernstatus or company's operations in future.

ACKNOWLEDGEMENT

The Board of Directors wish to express their gratitude and sincere appreciation for thecontinuous support and co-operation extended by the Shareholders Banks the Securitiesand Exchange Board of India the Stock Exchange various Government authorities FinancialInstitutions and all other stakeholders.

Your Directors would also like to take this opportunity to express their appreciationto all employees at all levels for their dedicated efforts hard work and cooperationduring the year.

CAUTIONARY NOTE

The statements forming part of the Directors' Report may contain certain forwardlooking remarks within the meaning of applicable security laws and regulations. The actualresults performance achievements of the company may be materially different from anyfuture results performance or achievements that may be expressed or implied by suchforward looking statements.

For and on behalf of Board of Directors
Place : Ahmedabad Mohib N Khericha A L Sanghvi
Date: August 28 2019 Managing Director Vice Chairman