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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
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VOLUME 100
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OPEN 52.50
CLOSE 52.50
VOLUME 100
52-Week high 73.00
52-Week low 47.45
P/E
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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 34th Annual report alongwith the Audited Annual Accounts of the Company for the year ended March 31 2020.

FINANCIAL RESULTS

The Financial Results for the year ended March 31 2020 are summarized as under:

(Rs. In Lacs)
Particulars For the year ended*
31/03/2020 31/03/2019
Total Income 131.96 205.69
Profit (Loss) before depreciation and taxes (41.56) 77.05
Less: Depreciation 4.23 3.92
Less: Tax Expenses 2.53 15.11
Profit (Loss) After Tax (48.31) 58.02

* 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.131.96lacs from Rs.205.69 lacs during the previous year. The profit after tax also decreasedfrom a profit of Rs.58.02 lacs during the previous year to a loss of Rs.48.31 lacs duringthe current year mainly due to reduction in revenue from sale of services (comprising ofprofessional fees and income/(loss) from trading in securities/derivatives) from Rs. 85.90lacs during the previous year to Rs.(12.90) lacs during the current year which was mainlybecause of loss from dealing in derivatives. However the other operating income hasincreased from Rs.36.59 lacs during the previous year to Rs. 56.23 lacs during the yearunder review. Other Income has also increased from Rs. 83.20 lacs during the previous yearto Rs. 88.63 lacs during the year under review. This reduction in total income and profitafter tax is mainly because of the significant fall of the capital market during the March2020 due to COVID-19. The Board of Directors expect this situation to improve in thecoming 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 2020 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. Profit/ (loss) of the company for the year under review wastransferred to Profit & Loss Account of the Company.

DIVIDEND

As the Company has incurred losses the Board of Directors of your company has notrecommended any Dividend for the year under review.

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 2020 the Boardof Directors of the company comprised of 5 Directors. Their details as on March 31 2020are as under:

Name Category/ Designation No. of outside Directorship and Committee Inter se relationship between Directors
Membership/Chairmanship Directorship# Committee Membership / Chairmanship*
Public Company Private Company Member- ship Chairman- ship
Mr. Ashok Kavdia@ Independent Director 2 1 3 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 3 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 1 3 Nil Nil None

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

# Outside Directorship of Directors does not include directorship in any foreigncompany.

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

Change/Appointment/Re-appointment of Directors

In accordance with the provisions of the Companies Act 2013 and rules made thereunderand pursuant to the Article of Association of the Company Mr. A.L. Sanghvi (DIN:00010733) Non Executive Director retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment to the Board.

Profile and other information of the aforesaid Director as required under Regulation36 of SEBI ( Listing Obligations and Disclosure Requirements) Regulations 2015 forms partof the Notice convening the 34th Annual General Meeting. The above proposal forreappointment forms part of the Notice of the 34th Annual General Meeting andthe relevant resolution is recommended for your approval therein.

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 Mrs. Sofia M Khericha who was liable toretire by rotation and had offered herself for re-appointment. In addition to this therehas been one more change in the Board of Director of the Company during the year underreview i.e. Mr. Sanatan N Munsif Independent Director and Chairman of the Board of theCompany ceased to be Director & Chairman of the Board due to his sad and untimelydeath on June 18 2019.

In addition shareholders of the company at their previous Annual General Meetingapproved the re-appointment of Mr. Ashok Kavdia and Mr. Deepak P Singhvi as IndependentDirectors of the Company for second term of five consecutive years from the conclusion of33rd Annual General Meeting upto a conclusion of 38th Annual GeneralMeeting of the Company to be held in the calendar year 2024.

Mr. A.L. Sanghvi (DIN: 00010733) Non Executive Director retires by rotation at theensuing 34th Annual General Meeting and being eligible offers himself forre-appointment to the Board.

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 13 2020.

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 affirm 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@ 2 1 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 4 No
Mrs. Sofia M Khericha 7 7 No

@ Ceased to be director of the Company due to his death on June 18 2019.

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 2020 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/2020/08/Year-Ended-March-31-2020.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 financial 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 2020 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 2020-2021 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 2020 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 2020 and of the profitand loss of the 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 beratified at 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 2020. 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 2019-20.

The Secretarial Audit Report in from MR-3 obtained pursuant to Companies Act 2013 forthe financial year 2019-20 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 2020 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.131.96lacs from Rs.205.69 lacs during the previous year. The profit after tax also decreasedfrom a profit of Rs.58.02 lacs during the previous year to a loss of Rs.48.31 lacs duringthe current year mainly due to reduction in revenue from sale of services (comprising ofprofessional fees and income/(loss) from trading in securities/derivatives) from Rs. 85.90lacs during the previous year to Rs.(12.90) lacs during the current year which was mainlybecause of loss from dealing in derivatives. However the other operating income hasincreased from Rs.36.59 lacs during the previous year to Rs. 56.23 lacs during the yearunder review. Other Income has also increased from Rs. 83.20 lacs during the previous yearto Rs. 88.63 lacs during the year under review. This reduction in total income and profitafter tax is mainly because of the significant fall of the capital market during the March2020 due to COVID-19. The Board of Directors expect this situation to improve in thecoming 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 of theCompany are not energy intensive the same is not applicable. However adequate measureshave 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 capital investment on energy conservation equipments: Nil

B. Technology absorption-

(a) The efforts made towards technology absorption: The operations of the companyare of a nature where no major technology is used and therefore same is not applicable.

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

(c) In case of imported technology (imported during the last three years reckoned fromthe 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 continuous process of strengthening its Risk Managementframework with an endeavour to enhance the control environment via risk mitigation andreducing the impact of risks concerning the business of the company within the acceptablelevels. It has 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".

A statement containing inter alia the names of top ten employees in terms ofremuneration drawn and every employee employed throughout the fiscal and in receipt ofremuneration of Rs.102.00 lakhs or more and employe es employed for part of the year andin receipt of remuneration of Rs.8.50 lakhs or more per month pursuant to Rule 5(2) &5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is mentioned hereunder.

(a) There is no employee in receipt of remuneration of Rs.1.02 crore or more per annum.

(b) Details of remuneration of all the 7 permanent employees (including ManagingDirector) are:

Sr. No. Name Designation Educational qualifications Exper- ience (in year) Age Total Remu- neration for 2019-20 (Rs. pa) Previous employment
1 Mr. Mohib N. Khericha Managing Director B.Com FCA 41 Yrs 68 Yrs Rs.1821600 Self employed Vadilal Chemicals Limited
2 Mr. Manoj Kumar Ramrakhyani Company Secretary M.Sc. ACS 20 Yrs 45 Yrs Rs.1651650
3 Mr. Javed S. Saiyed CFO B. Com 26 Yrs 51 Yrs Rs.1201350 None
4 Mr. Sagir M. Khericha Vice President (Investment) B.Sc. (Economics) M.Sc. (Management) 7 Yrs 29 Yrs Rs.1179750 TD Power Systems Limited
5 Mr. Sagar Bhatt Asst. Vice President (Merchant Banking) B.Sc. MBA 15 Yrs 38 Yrs Rs.1179750 ICICI Bank
6 Mr. Amitkumar Gattani Asst. Vice President LLB ACS 6 Yrs 28 Yrs Rs.720000 VKM & Associates
7 Mr. Akash Oza Equity Research Analyst MBA (Finance) 3 Yrs 26 Yrs Rs.398002 Mansukh Securities & Finances Limited

Except Mr. Sagir M Khericha who is son of Mr. Mohib N Khericha none of the employee isrelative of any director of the Company.

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.

SECRETARIAL STANDARD

The Company complies with secretarial standards on meetings of Board of Directors andGeneral Meetings issued by the Institute of Company Secretaries of India.

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 2019-20 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 2019-20 is given innotes the financial statement of the Company.

DEPOSITS

During the year Company has not accepted any fixed deposits. As on March 31 2020there 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 cooperation extended by the Shareholders Banks the Securities andExchange 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.