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East India Securities Ltd.

BSE: 541053 Sector: Financials
NSE: N.A. ISIN Code: INE482Z01019
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NSE 05:30 | 01 Jan East India Securities Ltd
OPEN 940.00
PREVIOUS CLOSE 940.00
VOLUME 160
52-Week high 967.00
52-Week low 921.90
P/E 8.03
Mkt Cap.(Rs cr) 345
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 940.00
CLOSE 940.00
VOLUME 160
52-Week high 967.00
52-Week low 921.90
P/E 8.03
Mkt Cap.(Rs cr) 345
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

East India Securities Ltd. (EASTINDIASEC) - Director Report

Company director report

To the Members

EAST INDIA SECURITIES LIMITED

The Board of Directors present the Twenty Third Annual Report together with theAudited Financial Statements of East India Securities Limited ("Company") forthe year ended 31st March 2018.

1. FINANCIAL RESULTS

The key financial parameters of the Company’s performance during the year underreview are given in the table below:-

(Amount in Rs.)
Particulars 2017-18 2016-17
Income
Revenue from Operations 448620459.75 373654849.62
Other Income 171136807.35 71387864.28
Total Income 619757267.10 445042713.90
Employee Benefits Expenses 37021047.00 38804572.00
Depreciation & Amortisation Expenses 2611930.63 1322150.00
Other Expenses 70380768.44 64286180.53
Total Expenses 110013746.07 104412902.53
Profit/(Loss) before tax 509743521.03 340629811.37
Less: Current tax 81134034.00 63168141.49
Add/(Less): Deferred tax Assets/(Liability) 403081.69 (89958.07)
Profit/(Loss) for the period after tax 429012568.72 277371711.81
Earnings Per Share
(a) Basic 116.99 75.64
(b) Diluted 116.99 75.64

2. STATE OF COMPANY’S AFFAIRS

The revenue from operations for FY 2017-18 at Rs. 44.86 Crores increased by 20% overthe previous year where as total income witnessed 39 percent growth from Rs 44.50 crore toRs 61.97 Crore. During the year your company has earned Rs 17.11 crore from sale ofinvestment. In the year under review despite adverse market scenario your company hasmanaged excellent growth and the Directors are hopeful that the company will do better incurrent year. Profit before tax at Rs. 50.97 Crores refiected a robust growth of 49 % overprevious year; though higher income on sale of investments contributed 29% of this thehigher growth was also due to higher core revenue improved operating performance and goodcost management. We had a smooth transition into the GST era with the rates on most of ourservices being in line with the erstwhile regime and softwares have been restructuredwherever necessary to make it eficient and compliant to the GST requirements.

3. DIVIDEND

The Directors of the Company do not recommend dividend for the Financial Year ended31st March 2018. If one takes a view on total returns on shareholder funds dividend isnot tax-eficient as it entails dividend distribution tax under the current laws.

4. SHARE CAPITAL

During the year under review your company entered into the capital markets with apublic issue through Ofier for Sale of 1008000 (Ten Lakh Eight Thousand only) Shares onBSE SME Platform. The issue received good response. The equity shares have been listed andtraded on the SME Platform of BSE Ltd from 13th March 2018. Subsequent to the IPO thereis no change in the issued subscribed and paid up capital of your company as it was ofierfor sale by promoters of the company.

The Authorized Share Capital of The company is Rs 50000000/- divided into5000000/- Equity Shares of face value of Rs 10/- each. There is no change in theauthorized share capital of the company during the year under review.

The Issued Paid up & Subscribed Share Capital of The company is Rs 36670000/-divided into 3667000 Equity Shares of face value of Rs 10/- each. There is no change inthe Issued Paid up & Subscribed Share Capital of the company during the year underreview.

The company has not issued any equity shares with differential rights as to dividendvoting or otherwise during the year under review.

A) BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review

B) SWEAT EQUITY

The company has not issued any sweat equity during the year under review

C) BONUS SHARES

The company has not issued any bonus shares during the year under review

5. LISTING OF SHARES

The equity shares of Company are listed on the SME Platform of BSE Limited 25th FloorP.J. Towers Dalal Street Mumbai – 400 001 from 13th March 2018.

6. DEMATERIALIZATION OF SHARES

During the period under review the Company has entered into Tripartite Agreement withthe depositories on February 15 2018 with National Securities Depository Limited and onFebruary 20 2018 with Central Depository Service (India) Limited for providing Dematfacility to its Shareholders. For the purpose the company has appointed M/s CameoCorporate Services Pvt Ltd as RTA. The company’s 100% Shares are dematerialized.

7. DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 7fiof theCompanies Act 201fiand rules made there under.

8. TRANSFER TO RESERVES

The Company had proposed to transfer a sum of INR Thirty Crores to General reservesout of accumulated profit. The company’s total reserves stand at Rs 300.3ficrores ason March 31 2018 compared to Rs 257.4ficrores last year thus increasing by 16.7%.

9. SUBSIDIARIES ASSOCIATES AND JOINT VENTURES

The Company has no subsidiaries or joint ventures.

10. MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES

Thirteen meetings of the Board of Directors were held during the year and one meetingof each committee were held which includes Audit committee Nomination and RemunerationCommittee Stakeholders relationship Committee and Corporate Social ResponsibilityCommittee.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL CHANGES IN COMPOSITION OF BOARD OF DIRECTORS

Name of Director Date of Change in Composition Details of Change
Mr. Sanjay Kumar Shro3 01-02-2018 Redesignated as Managing Director
Mr. Vivek Agarwal 01-02-2018 Redesignated as Chairman
Mr. Tapas Kumar Maity 20-02-2018 Redesignated as Whole Time Director
Mr. Tarit Kumar Bhaumik 20-02-2018 Appointed as Additional Independent Director
Mrs. Kirti Kothari 20-02-2018 Appointed as Additional Independent Director
Mr. Adrish Ray* 20-02-2018 Appointed as Additional Independent Director

* Adrish Ray has tendered his resignation on 4th May 2018

CHANGES IN COMPOSITION OF COMMITTES ARE AS FOLLOWS AUDIT COMMITTEE

Name of Director Designation Appointment Chairman/Member
Mr. Sanjay Kumar Shro3 Managing Director 20-02-2018 Member
Mr. Tarit Kumar Bhaumik Non Executive Independent Director 20-02-2018 Chairman
Mr. Adrish Ray* Non Executive Independent Director 20-02-2018 Member
Mrs. Kirti Kothari Non Executive Independent Director 10-05-2018 Member

* Adrish Ray has tendered his resignation on 04th May 2018

NOMINATION AND REMUNERATION COMMITTEE

Name of Director Designation Appointment Chairman/Member
Mr. Tarit Kumar Bhaumik Non Executive Independent Director 20-02-2018 Chairman
Mr. Adrish Ray* Non Executive Independent Director 20-02-2018 Member
Mrs. Kirti Kothari Non Executive Independent Director 20-02-2018 Member
Mr. Vivek Agarwal Non Executive Director 10-05-2018 Member

*Adrish Ray has tendered his resignation on 04th May 2018

SHAREHOLDER RELATIONSHIP COMMITTEE

Name of Director Designation Appointment Chairman/Member
Mr. Tarit Kumar Bhaumik Non Executive Independent Director 20-02-2018 Chairman
Mr. Adrish Ray* Non Executive Independent Director 20-02-2018 Member
Mrs. Kirti Kothari Non Executive Independent Director 20-02-2018 Member
Mr. Vivek Agarwal Non Executive Director 10-05-2018 Member

* Adrish Ray has tendered his resignation on 4th May 2018

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Name of Director Designation Appointment Chairman/Member
Mr. Tarit Kumar Bhaumik Non Executive Independent Director 20-02-2018 Member
Mr. Sanjay Kumar Shro3 Managing Director 20-02-2018 Member
Mr. Vivek Agarwal Non Executive Director 20-02-2018 Chairman

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel as per the provisions of section 20fiof the CompaniesAct 201fiappointed during the financial year are mentioned below:- a) Mr. SanjayKumar Shrofi– Managing Director w.e.f. 01st Feb 2018 b) Mr. Tapas Kumar Maity –Whole-time Director w.e.f. 20th February 2018 c) Mr. Kunal Agarwal – ChiefFinancial Oficer w.e.f. 20th February 2018 and d) Mr. Anupam Jain - Company Secretary& Compliance Oficer w.e.f. 20th February 2018.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their declarations of independence asrequired pursuant to the Section 149(7) of the Companies Act 201fistating that they meetthe criteria of independence as provided in Section 149(6) of the Companies Act 2013.

None of the Directors of the company are disqualified from being appointed as Directorsas specified in Section 164 of The Companies Act 2013.

PROFILE OF THE DIRECTORS SEEKING APPOINTMENT / REAPPOINTMENT

As required under Regulation 36 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Particulars of the Director retiring by rotation andseeking appointment / re-appointment at the ensuing Annual General Meeting is annexed tothe notice convening 23rd Annual General Meeting.

BOARD EVALUATION

Pursuant to the provisions of Companies Act 201fiand the Listing Regulations theBoard of Directors has carried out an annual evaluation of its own performance itsCommittee and individual Directors. Assessment sheets for evaluation of performance ofBoard its committees and individual directors were prepared based on various aspectswhich among other parameters included composition of the Board and its Committeesconducting of Board Meetings efiectiveness of its governance practices etc. Further theIndependent Directors at their meetings held during the year reviewed the performance ofthe Board the non Independent Directors and the Chairman.

REMUNERATION POLICY

The company follows a policy on remuneration of Directors Key Managerial Personnel(KMP) Senior Management Personnel (SMP) and other employees of the Company. The policywas approved by the Nomination & Remuneration Committee of the Company in complianceto Section 178(1) of the Companies Act 2013

12. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

Except as disclosed elsewhere in the Report no material changes and commitments whichcould afiect the financial position of the Company have occurred between the end of thefinancial year of the Company to which the financial statements relate and the date ofthis Report.

13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 if any forms part of the notes to the financial statements provided in the AnnualReport.

14. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has adequate internal controls and processes in place with respect toits financial statements which provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements. These controls andprocesses are driven through various policies procedures and certifications. Theprocesses and controls are reviewed periodically. Your Company has laid down standards andprocesses which enable internal financial control across the Company and ensure that thesame are adequate and are operating efiectively.

15. EXTRACT OF ANNUAL RETURN

The extract of Annual Return in form no.MGT-9 as required under Section 92 of theCompanies Act 201fifor the financial year ending March 31 2018 is annexed hereto as"Annexure A" and forms part of this report.

16. ADOPTION OF NEW ARTICLES OF ASSOCIATION

The company has adopted a new Articles of Association in view of the listingcompliance.

17. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year ended31st March 2018 were on an arm’s length basis and were in the ordinary course ofbusiness. Therefore the provisions of Section 188 of the Companies Act 201fiwere notattracted. Further there are no materially significant related party transactions duringthe year under review made by the Company with Promoters Directors Key ManagerialPersonnel or other designated persons which may have a potential confiict with theinterests of the Company at large. Thus disclosure in Form AOC-2 is not required.

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

The Company has in place an Anti Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal ) Act 2013. All employees (permanent contractual temporary trainees)are covered under this policy. There was no case of sexual harassment reported during theyear.

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

A. Conservation of Energy

We have undertaken various initiatives for energy conservation at our premises asdetailed below:-

LED lights and other energy conservation measures such as installation of energyeficient equipment Variable Refrigerant Flow (VRF) technology in Air Conditioning SystemPolarized refrigerant additive for improving compressor eficiency of Air ConditioningSystems have been installed in our ofices.

Rainwater harvesting is implemented at our corporate ofice.

We have made out of the way efiorts to go electronic and reduce use of paper. In ourtransactions and interactions with our Bankers Exchanges Depositories a large number ofprocesses are being conducted electronically and thereby save energy. Our internal recordkeeping and communication between team members and various divisions has also tilted moretowards electronic. We have reached out to our customers and other business partners andstake holders and received their collaboration in the ‘Go Green’ movementencouraging online bill payment online funds transfer and subscribing to e-statements tomigrate customers to ‘paperless’ and ‘commute-free’ modes ofconducting financial transactions.

B. Foreign Exchange Earnings and Outgo Earnings

Earnings NIL
Outgo NIL

20. RISK MANAGEMENT

Risk Management is the process of identification assessment and prioritization ofrisks followed by coordinated efiorts to minimize monitor and mitigate/control theprobability and/or impact of unfortunate events or to maximise the realization ofopportunities. The Company has laid down a comprehensive Risk Assessment and MinimizationProcedure which is reviewed by the Board from time to time. These procedures are reviewedto ensure that executive management controls risk through means of a properly definedframework. The major risks have been identified by the Company and its mitigationprocess/measures have been formulated in the areas such as business project executionevent financial human environment and statutory compliance.

21. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

As part of its initiatives under Corporate Social Responsibility (CSR) the Company hasundertaken projects in the areas of Education Health and Innovation. These projects arein accordance with Schedule VII of the Companies Act 2013. The Annual Report on CSRactivities is annexed herewith as "Annexure B".

22. DIRECTORS’ RESPONSIBILITY STATEMENT

As per provision of section 134(5) and 134(3)( c) of the Companies Act 2013("theAct") and based upon the representation of the Management the Board of Directors ofthe Company confirms that:

a) In the preparation of the annual accounts for the financial year ended 31st March2018 the applicable accounting standards had been followed and there have been nomaterial departures from the same.

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 afiairs of the Company at the end of the financial year 31stMarch 2018 and of the Profit of the Company for that Period;

c) The Directors had taken proper and suficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) The directors had prepared the accounts for the financial year ended 31st March 2018on a going concern basis;

e) The directors had laid down internal controls to be followed by the Company and thatsuch internal controls are adequate and were operating efiectively;

f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating efiectively.

23. AUDITORS

At the Annual General Meeting held on 29th September 2014 M/s Jain Sonu &Associate Chartered Accountants Kolkata (Firm Registration No. 324386E) were appointedas statutory auditors of the Company to hold ofice for a period of five (5) years(subject to ratification of the appointment by the Members at every Annual General Meetingheld after this Annual General Meeting of the Company). In terms of first proviso toSection 139 of the Companies Act 2013 the appointment of the auditors shall be placedfor ratification at every Annual General Meeting. In this regard the Company has receiveda certificate from the auditors to the efiect that if they are reappointed it would be inaccordance with the provision of Section 141 of the Companies Act 2013. The members arerequested to ratify the appointment of auditor. The Auditor’s reports do not containany qualifications reservations or adverse remarks. The auditors have also not reportedany fraud under sub section (12) of Section 143

24. COST AUDIT REPORT

As per provision of section 148(1) of Companies Act 201fiand rule 6(2) of Companies(Cost records and audit) Rules 2014 the company is not required to appoint a costauditor to audit the cost records of the company.

25. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 201fiand the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company with theapproval of its Board appointed Mr. Hitesh Bhansali Practising Company SecretaryKolkata to undertake the Secretarial Audit of the Company for the financial year ended31st March 2018. The Secretarial Auditor confirms that the Company has complied with theapplicable provisions of the Companies Act 201fiand the Rules made thereunder ListingRegulations applicable SEBI Regulations Secretarial Standards and other laws applicableto the Company Pursuant to Regulation 40(9) of the Listing Regulations certificates havebeen issued on a half-yearly basis by a Company Secretary in practice certifying duecompliance of share transfer formalities by the Company.The Secretarial Audit Report isannexed herewith as Annexure- C".

A Chartered Accountant/company secretary in practice carries out a quarterlyReconciliation of Share Capital Audit to reconcile the total admitted capital withNational Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd.(CDSL) and the total issued and listed capital. The audit confirms that the total issued/listed capital is in agreement with the aggregate of the total number of shares inphysical form and the total number of shares in dematerialized form (held with NSDL andCDSL).

26. PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) of the Act read with Rule 5 (1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexedas Annexure D.

The information required under Rule 5(2) and (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 including amendment thereto isprovided in the Annexure forming part of the Report. In terms of the first proviso toSection 136(1) of the Act the Report and Accounts are being sent to the Shareholdersexcluding the aforesaid Annexure. The said Annexure is open for inspection at theRegistered Ofice of the Company. Any shareholder interested in obtaining the same maywrite to the Company Secretary.

During the year under review your company enjoyed cordial relationship with employeesat all levels.

27. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to provision of section 177(9) of the Companies Act 201fiand rule 7 of theCompanies (Meetings of Board and its powers) Rules 2014 there under read with Regulation22 of SEBI (Listing Obligations and Disclaimer Requirements) Regulations 2015 theCompany has established a vigil mechanism policy for its directors and employees to reporttheir genuine concerns or grievances The vigil mechanism policy provides adequatesafeguard against the Whistle blower’s disclosures that can be made to the Chairmanof the Audit Committee. The Vigil Mechanism Policy is available on the website of theCompany www.eisec.com.During the Financial year ended 31st March 2018 the Company hasnot received any complaint under this scheme.

28. CORPORATE GOVERNANCE

The Corporate governance is not applicable to the company under Regulation 27 of SEBI(Listing Obligations and Disclaimer Requirements) Regulations 2015.

29. CODE OF CONDUCT FOR DIRECTORS & SENIOR OFFICERS

The Board has adopted a Code of Conduct for Directors & Senior Management inaccordance with the provisions of the Companies Act 201fiand Regulation 17(5) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The Code alsoincorporates the duties of Independent Directors. All the Board Members and SeniorManagement Personnel have confirmed compliance with the Code. A declaration to that efiecthas been signed by the Managing Director. A copy of the Code has been put on theCompany’s website.

30. INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations2015 as amended from time to time the Company has adopted a Code of Conduct forPrevention of Insider Trading and Code of Corporate Disclosures which is applicable to allDirectors and the Designated Employees of the Company. The Code lays down the guidelineswhich advises on the procedures to be followed and disclosures to be made while dealing inshares of the Company and indicate the consequences of non-compliance. A copy of the Codehas been put on the Company’s website.

31. ACKNOWLEDGEMENT AND APPRECIATION

The Board of Directors wishes to place on record their sincere appreciation for thecontinued support and wise counsel which the Company has received from SEBI StockExchanges Depositories and other regulatory authorities and its Bankers clients andbusiness partners with special mention of the support received from its employees andinstitutional clients. The Directors are thankful to the esteemed shareholders for theirsupport and confidence reposed on the company.

Your directors look forward to the future with confidence. Wishing you a very happyfestive season ahead.

For and on behalf of the Board
Place: Kolkata Sanjay Kumar Shro3 Vivek Agarwal
Date: May 18 2018 Managing Director Chairman