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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 1301.00
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VOLUME 160
52-Week high 1470.00
52-Week low 1004.00
P/E 6.64
Mkt Cap.(Rs cr) 477
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1301.00
CLOSE 1301.00
VOLUME 160
52-Week high 1470.00
52-Week low 1004.00
P/E 6.64
Mkt Cap.(Rs cr) 477
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

East India Securities Ltd. (EASTINDIASECU) - Director Report

Company director report

To The Members

EAST INDIA SECURITIES LIMITED

The Board of Directors present the Twenty Fifth Annual Report together with theAudited Financial Statements of East India Securities Limited ("Company") forthe year ended 31st March 2020.

1. FINANCIAL RESULTS

The key financial parameters of the Company's performance during the year under revieware gi ven in the table below:-

Amount in (Rs)
Particulars 2019-20 2018-19
Income
Revenue from Operations 701411793 539163189
Other Income 10873750 132404607
Total Income 712285543 671567796
Employee Benefits Expenses 46302222 40806019
Depreciation & Amortisation Expenses 2426902 2508835
Other Expenses 98985305 79931388
Total Expenses 147714429 123246242
Profit/(Loss) before tax 564571114 548321554
Less: Current tax (117590425) -105785542
Income Tax for Earlier Years 57145 0
Add/(Less): Deferred tax Assets/(Liability) (411107) 212177
Profit/(Loss) for the period after tax 446626727 442748189
Earnings Per Share
(a) Basic 122 121
(b) Diluted 122 121

2. STATE OF COMPANY'S AFFAIRS

The revenue from operations for FY 2019-20 at Rs.70.14 Crores increased by approx 30%over the previous year where as total income witnessed approx 6 % growth from Rs. 67.16Crores to Rs. 71.22 Crores. During the year your company has earned Rs 1.09 Crores fromsale of investment. In the year under review despite adverse market scenario yourcompany has managed excellent growth and the Directors are hopeful that the company willdo better in current year. Profit before tax at Rs. 56.45 Crores reflected a growth of 3 %over previous year; the growth was due to higher core revenue improved operatingperformance and good cost management. Further information on the operational and financialperformance amongst others is given in the Management Discussion and Analysis Reportand is in accordance with the SEBI (Listing Obligation & Disclosure Requirements)Regulations 2015.

3. COVID-19

In the last month of Financial Year 2019-20 the COVID-19 pandemic developed rapidlyinto a global crisis forcing governments to enforce lock-downs of all economic activity.For the Company the focus immediately shifted to ensuring the health and well-being ofall employees and on minimizing disruption to services for all our customers globally.However our Company's principal business is stock broking which is from exempted categoryof Lockdown. Hence our operations are continued during the lockdown period complying withthe advisories issued by the Government of India from time to time.

Further we immediately moved to Work from home (WFH) mode of operation for certainemployees and we have been able to conduct our business without interruption during thisperiod using digital tools and process.

4. DIVIDEND

The Directors of the Company do not recommend dividend for the Financial Year ended 31stMarch 2020. If one takes a view on total returns on shareholder funds dividend is nottax-efficient as it entails dividend distribution tax under the current laws.

5. SHARE CAPITAL

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 excellentinvestment solutions.

6. 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.

7. DEMATERIALIZATION OF SHARES

Your Company's 100 percent shares are dematerialized. The company has Agreement withboth National Securities Depository Limited and Central Depository Service (India) Limitedfor providing Demat facility to its Shareholders. M/s Cameo Corporate Services Limited isRTA of the company.

8. DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and rules made there under.

9. TRANSFER TO RESERVES

The Company has proposed to transfer a sum of INR Thirty Crores to reserves out ofaccumulated profit. The company's total reserves stand at Rs.389 crores as on March 312020 compared to Rs. 345 crores last year thus increasing by more then 12%.

10. SUBSIDIARIES ASSOCIATES AND JOINT VENTURES

The Company has no subsidiaries or joint ventures.

11. MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES

During the year six (6) meetings of the Board of Directors were held. These were heldon 28 th May 2019 25th July 2019 30th August 201928th October 2019 14th November 2019 and 17thFebruary 2020. Five meetings of Audit committee were held two meeting of Nomination andRemuneration Committee one meeting of Stakeholders Relationship Committee and one meetingof Corporate Social Responsibility Committee were held during the year.

12. CHANGE OF REGISTERED OFFICE OF THE COMPANY

During the Financial Year the Registered Office of the Company has been changed from10/1D Lal Bazar Street Mercantile Building Kolkata-700001 to DA-14 Sector-1 Salt LakeCity Kolkata-700064 vide Extra Ordinary General Meeting dated 13th December2019.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

There was no change in the Directors during the year under review.

• CHANGES IN COMPOSITION OF COMMITTEES ARE AS FOLLOWS

As on 31st March 2020 the Board had four committees namely Audit CommitteeNomination and Remuneration Committee Shareholder Relationship Committee and CorporateSocial Responsibilities Committee. The majority of the committees consist entirely ofIndependent Directors. There was no change in composition of committees during the year.During the year all recommendations made by the committees were approved by the Board.

The Composition of the Committees is mentioned below :

AUDIT COMMITTEE

Name of Director Designation Appointment Chairman/M ember
Sanjay Kumar Shroff Managing Director 20-02-2018 Member
Tarit Kumar Bhaumik Non Executive Independent Director 20-02-2018 Chairman
Pradip Kumar Non Executive Independent Director 09-08-2018 Member
Kirti Kothari Non Executive Independent Director 10-05-2018 Member

NOMINATION AND REMUNERATION COMMITTEE

Name of Director Designation Appointment Chairman/M ember
Tarit Kumar Bhaumik Non Executive Independent Director 20-02-2018 Chairman
Pradip Kumar Non Executive Independent Director 09-08-2018 Member
Kirti Kothari Non Executive Independent Director 20-02-2018 Member
Vivek Agarwal Non Executive Director 10-05-2018 Member

SHAREHOLDERS RELATIONSHIP COMMITTEE

Name of Director Designation Appointment Chairman/M ember
Tarit Kumar Bhaumik Non Executive Independent Director 20-02-2018 Chairman
Pradip Kumar Non Executive Independent Director 09-08-2018 Member
Kirti Kothari Non Executive Independent Director 20-02-2018 Member
Vivek Agarwal Non Executive Director 10-05-2018 Member

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Name of Director Designation Appointment Chairman/M ember
Tarit Kumar Bhaumik Non Executive Independent Director 20-02-2018 Member
Sanjay Kumar Shroff Managing Director 20-02-2018 Member
Vivek Agarwal Non Executive Director 20-02-2018 Chairman

• KEY MANAGERIAL PERSONNEL

There was no change in the Key Managerial Personnel (KMPs) during the year underreview. The Key Managerial Personnel as per the provisions of section 203 of the CompaniesAct 2013 are mentioned below:-

a) Mr. Sanjay Kumar Shroff - Managing Director

b) Mr. Tapas Kumar Maity - Whole-time Director

c) Mr. Kunal Agarwal - Chief Financial Officer

d) Mr. Anupam Jain - Company Secretary & Compliance Officer

• DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their declarations of independence asrequired pursuant to the Section 149(7) of the Companies Act 2013 stating that they meetthe criteria of independence as provided in Section 149(6) of the Companies Act 2013 andRegulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

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 25th Annual General Meeting.

• BOARD EVALUATION

Pursuant to the provisions of Companies Act 2013 and 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 effectiveness 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

14. 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 affect 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.

15. 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.

16. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has adequate internal controls and processes in place with respect to itsfinancial 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 and processes which enable internal financialcontrol across the Company and ensure that the same are adequate and are operatingeffectively.

17. EXTRACT OF ANNUAL RETURN

The extract of Annual Return in form no.MGT-9 as required under Section 92 of theCompanies Act 2013 for the financial year ending March 31 2020 is annexed hereto as"Annexure A" and forms part of this report.

18. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year ended31st March 2020 were on an arm's length basis and were in the ordinary course ofbusiness. Therefore the provisions of Section 188 of the Companies Act 2013 were 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 conflict with theinterests of the Company at large. Thus disclosure in Form AOC-2 is not required.

19. 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 the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. All employees (permanent contractual temporary trainees) arecovered under this policy. There was no case of sexual harassment reported during theyear.

20. 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 energyefficient equipment Variable Refrigerant Flow (VRF) technology in Air ConditioningSystem Polarized refrigerant additive for improving compressor efficiency of AirConditioning Systems have been installed in our offices.

Rainwater harvesting is implemented at our corporate office.

We have made out of the way efforts 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 saving energy. Our internalrecord keeping and communication between team members and various divisions has alsotilted more towards electronic mode. We have reached out to our customers and otherbusiness partners and stake holders and received their co-operation in the 'Go Green'movement encouraging online bill payment online funds transfer and subscribing toe-statements to migrate customers to 'paperless' and 'commute-free' modes of conductingfinancial transactions.

B. Foreign Exchange Earnings and Outgo Earnings

Earnings NIL
Outgo NIL

21. RISK MANAGEMENT

Risk Management is the process of identification assessment and prioritization ofrisks followed by coordinated efforts 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 mitigation process/measures have been formulated in the areas such as business project execution eventfinancial human environment and statutory compliance.

22. 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 CSR activities is annexed herewith as "Annexure B".

23. 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 March2020 the applicable accounting standards have been followed and there have been nomaterial departures from the same.

b) 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 at the end of the financial year 31stMarch 2020 and of the Profit of the Company for that Period;

c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounti ng 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 have prepared the accounts for the financial year ended 31st March2020 on a going concern basis;

e) The directors have laid down internal controls to be followed by the Company andthat such internal controls are adequate and were operating effectively;

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

24. AUDITORS

In terms of Section 139 and rules made there under M/s Jain Sonu & AssociateChartered Accountants have completed its terms of five years and M/s Rinku Jain & CoChartered Accountants was appointed as the Statutory Auditor of the Company in place ofM/s Jain Sonu & Associate Chartered Accountants in the Annual General Meeting held on27th September 2019 from 1st April 2019 to 31st March2024.

Further vide Resignation letter dated 16th October 2019 M/s Rinku Jain& Co Chartered Accountants resigned from their position of Statutory Auditor and M/sNandy Halder & Ganguly Chartered Accountants vide their consent letter dated 22ndOctober 2019 Board meeting dated 28th October 2019 and members meeting dated13th December 2019 was appointed as Statutory Auditor of the Company for theFinancial Year 2019-20.

Again due to pandemic situation of COVID-19 M/s Nandy Halder & Ganguly CharteredAccountants vide their resignation letter dated 11th May 2020 have resignedfrom their position of Statutory Auditor and M/s. Nokari & Associates CharteredAccountants vide their consent letter dated 18th May 2020. Board meeting dated29th May 2020 and subject to the approval of members meeting are appointed asStatutory Auditors of the Company for the Financial Year 2019-20.

25. COST AUDIT REPORT

As per provision of section 148(1) of Companies Act 2013 and 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.

26. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company with theapproval of its Board appointed Mr. Hitesh Bhansali Practicing Company SecretaryKolkata to undertake the Secretarial Audit of the Company for the financial year ended31st March 2020. The Secretarial Auditor has confirmed that the Company has complied withthe applicable provisions of the Companies Act 2013 and the Rules made there underListing Regulations applicable SEBI Regulations Secretarial Standards and other lawsapplicable to the Company Pursuant to Regulation 40(9) of the Listing Regulationscertificates have been issued on a halfyearly basis by a Company Secretary in practicecertifying due compliance of share transfer formalities by the Company. The SecretarialAudit Report is annexed 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).

27. 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 annexed asAnnexure 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 D. The said Annexure is open for inspection at theRegistered Office 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.

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

Pursuant to provision of section 177(9) of the Companies Act 2013 and 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 Chai rman ofthe Audit Committee. The Vigil Mechanism Policy is available on the website of the Companywww.eisec.com.During the Financial year ended 31st March 2020 the Company hasnot received any complaint under this sche me.

29. CORPORATE GOVERNANCE

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

30. 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 2013 and 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 effecthas been signed by the Managing Director. A copy of the Code has been put on the Company'swebsite.

31. 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.

32. 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 happy festive season ahead.

For and on behalf of the Board

Place: Kolkata SANJAY KUMAR SHROFF VIVEK AGARWAL
Date: 27th Aug 2020 Managing Director Chairman
DIN-02610391 DIN-00768635

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