You are here » Home » Companies » Company Overview » Easun Capital Markets Ltd

Easun Capital Markets Ltd.

BSE: 542906 Sector: Financials
NSE: N.A. ISIN Code: INE771C01014
BSE 00:00 | 17 Sep 22.80 0






NSE 05:30 | 01 Jan Easun Capital Markets Ltd
OPEN 22.80
52-Week high 24.40
52-Week low 18.75
P/E 14.90
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 22.80
CLOSE 22.80
52-Week high 24.40
52-Week low 18.75
P/E 14.90
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Easun Capital Markets Ltd. (EASUNCAPITALMA) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the Thirty Eighth (38th) Annual Reporttogether with the Audited Financial Statements of your Company for the year ended March31 2020.


(Rs. In Lakh)
(2019 - 2020) (2018 - 2019)
Revenue from Operations 88.57 81.58
Other Income 156.61 384.05
Profit/loss before Depreciation Finance Costs Exceptional items and Tax Expense 54.20 89.87
Less: Depreciation & Amortization 0.01 0.04
Profit /loss before Finance Costs Exceptional items and Tax Expense 54.19 89.93
Less: Finance Costs - -
Profit /loss before Exceptional items and Tax Expense 54.19 89.93
Add/(less): Exceptional items - -
Profit /loss before Tax Expense 54.19 89.93
Less: Tax Expense (Current & Deferred) 9.45 17.91
Profit /loss for the year (1) 44.73 71.91
Total Comprehensive Income/loss (2) - -
Total (1+2) 44.73 71.91
Balance of profit /loss for earlier years - -
Less: Transfer to Debenture Redemption Reserve - -
Less: Transfer to Reserves - -
Less: Dividend paid on Equity Shares - -
Less: Dividend paid on Preference Shares - -
Less: Dividend Distribution Tax - -
Balance carried forward 44.73 71.91
Earning per Equity Share:
Basic 0.86 1.38
Diluted 0.86 1.38

The above figures are extracted from the audited (standalone) financial statements asper Indian Accounting Standards (Ind AS).


Your Company has prepared the Financial Statements for the financial year ended March31 2020 in accordance with the Indian Accounting Standards (Ind AS) notified under theCompanies (Indian Accounting Standards) Rules 2015 (the Rules).

For all periods up to and including the year ended 31st March 2019 the Companyprepared its financial statements in accordance with accounting standards notified underthe section 133 of the Companies Act 2013 read together with paragraph 7 of the Companies(Accounts) Rules 2014 (Indian GAAP).

During the financial year ended March 31 2020 your Company has recorded a turnover ofRs. 88.57 Lakh as compared to a turnover of Rs. 81.58 Lakh recorded during the previousfinancial year ended March 31 2019 thereby embarking a remarkable growth as compared tothe last financial year.


The Board of Directors of your Company has decided not to transfer any amount to theReserves for the year under review except statutory transfer to RBI Reserve Fund inaccordance with the Regulatory Requirements.


The Board of Directors of your Company after considering holistically the relevantcircumstances has decided that it would be prudent not to recommend any Dividend for theyear under review.

Your Company do not have any amount / shares which is transferred or pending to betransferred to Investor Education & Protection Fund (IEPF).


A. State of Company's Affairs

Your Company is mainly into investing in and acquiring and holding shares stocksdebentures bonds mutual funds and/or other securities issued or guaranteed by anycompany constituted or carrying on business in India and/or by any Government statepublic body or authority. The major revenue of the Company has been generated by way ofcarrying out the activity of investment in shares securities and mutual funds i.e. NBFCactivities.

Your Company has successfully listed its 5229209 equity shares of Rs.10/- each withBSE Limited with effect from Friday January 17 2020 and hence physical shareholders arerequested to get their shares dematerialized under ISIN INE771C01014.

B. Change in the Nature of Business

There has been no change in the nature of business activity being carried on by yourCompany during the financial year.

C. Material changes and commitment if any affecting the financial position of thecompany occurred between the end of the financial year to which this financial statementsrelate and the date of the report

In pursuance to Section 134(3)(l) of the Companies Act 2013 no material changes andcommitments affecting the financial position of your company has occurred between the endof the financial year to which the financial statements relate and the date of this Reportexcept the impact of the COVID-19 pandemic which is enumerated below.

Impact of COVID-19 Pandemic

WHO declared a public health emergency for international concern the highest level ofalarm under international law subsequent to which the Government of India to control thespread of coronavirus outbreak in India had declared a complete nationwide lockdown inthe whole of the country for 21 days from March 25 2020 till April 14 2020 followingwhich the offices were closed down. The lockdown continued in four phases depending uponthe impact of pandemic wherein the fourth phase came to an end on May 31 2020.

Thereafter the Company resumed operations in a phased manner after Unlock phasecommenced in the country which is still continuing as on the date of this report. Howeverdue to significant change in the market conditions we may have to revisit the businessmodel assessment for our existing financial resources depending upon impact assessmentsubject to full functioning of business operational synergies.

Ind AS 113 Fair Value Measurement specifies the measurement date exit price estimatebased on assumptions (including those about risks) that market participants would makeunder current market conditions. The first quarter of 2020 has seen increasing marketvolatility while volatility in the financial markets may suggest that the prices areaberrations and do not reflect the fair value and we as an organization are taking apassive and controlled approach. Hence when situation normalizes we will align futureforecasts.


During the year under review there has been no change in the capital structure of yourCompany. The Authorized Share Capital of the Company as on March 31 2020 stands at Rs.55000000 divided into 5500000 equity shares of Rs. 10/- each. The Issued Subscribedand Paid-up Share Capital of the Company is Rs. 52292090 divided into 5229209 equityshares of Rs. 10/- each.


The current policy is to have an appropriate mix of executive non-executive andindependent directors to maintain the independence of Board and separate its functions ofgovernance and management.

Directors and Key Managerial Personnel (KMP)

The Board of Directors of your Company is duly constituted under the Chairmanship of anIndependent Director and comprises of three Independent Directors two Non-ExecutiveDirectors and one Whole-Time Director. The Board has an appropriate mix of knowledgewisdom and varied industry experience to guide the Company in achieving its objectives ina sustainable manner.

In accordance with the provisions of Section 152 (6) & (7) of the Companies Act2013 the executive and non-executive directors of the Company apart from IndependentDirectors are subject to retirement by rotation. Accordingly Mr. Apurva Salarpuria whowas appointed on March 07 2008 being the longest-serving member and who is liable toretire being eligible seeks re-appointment. The Board recommends his appointment.

There was no change in the composition of the Board of Directors or KMPs during thefinancial year under review.

Independent Director

With the introduction to the concept of Independent Director in the Companies Act2013 Mr. Raj Kumar Jalan Mr. Rajesh Lihala and Ms. Saileena Sarkar were re-appointed asIndependent Directors on the Board of the Company in accordance with the provisions ofSection 149 of the Companies Act 2013 in the 37th Annual General Meeting ofthe Company held on September 05 2019 for another term of up to five consecutive years.

All Independent Directors have submitted declarations confirming that they meet thecriteria of independence as prescribed under Section 149(6) of the Companies Act 2013.Independent Directors have also confirmed compliance with the Company's Code of Conductand the Code of Independent Directors prescribed in Schedule IV to the Companies Act 2013during the FY 2019-2020.


The Companies Act 2013 stipulates the performance evaluation of the Directorsincluding Chairman individual Directors and its committees. Considering the saidprovisions the Company has devised the process and the criteria for the performanceevaluation which has been recommended by the Nomination Committee and approved by theBoard.

The Criteria for performance evaluation are as under:

Attendance at meeting; Participation and Contribution; Responsibility towardsstakeholders; Contribution in Strategic Planning; Compliance and Governance;Participation Updating of Knowledge; Leadership; Relationships and Communications;Resources; Conduct of Meetings.

Performance Evaluation of Board:-

Composition and Diversity of Board; Committees of the Board; Board & CommitteeMeetings; Understanding of the Business of the Company and Regulatory environment;Contribution to effective corporate governance and transparency in Company's Operation;deliberation/decisions on the Company's Strategies; Monitoring and implementation of thestrategies and the executive management performance and quality of decision making andBoard's Communication with all stakeholders.

Performance Evaluation of the Board Level Committees:-

The performance and effectiveness of the Committee; Frequency and duration; Spread oftalent and diversity in the Committee; Understanding of regulatory environment anddevelopment; interaction with the Board.


The financial statements are prepared in accordance with the Indian AccountingStandards (Ind AS) under the historical cost convention on accrual basis except forcertain financial instruments which are measured at fair values the provisions of theCompanies Act 2013 (to the extent notified) and guidelines issued by SEBI. The Ind AS areprescribed under Section 133 of the Companies Act 2013 read with Rule 3 of the Companies(Indian Accounting Standards) Rules 2015 and Companies (Indian Accounting Standards)Amendment Rules 2016. Accounting policies have been consistently applied except where anewly-issued accounting standard is initially adopted or a revision to an existingaccounting standard requires a change in the accounting policy hitherto in use.

In terms of the provisions of section 134 (5) of the Companies Act 2013 yourDirectors hereby confirm that:

a. In the preparation of the Annual Accounts for the financial year ended 31st March2019 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

b. The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2019 and of the profit/loss of the Company for that period;

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

d. The Directors had prepared the Annual Accounts on a going concern basis;

e. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively; and

f. The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.


In accordance with the provisions of Companies Act 2013 the extract of Annual Returnin Form MGT -9 for the Financial Year 2019-2020 can be accessed from the following link:


Your Company does not have any Subsidiary Joint Venture or Associate Company.

Your company does not have any "Material Subsidiary Company" whose income ornet worth exceeds 10% of the consolidated income or net worth respectively of the Companyand its subsidiaries in the immediately preceding accounting year.


a. Information pursuant to Section 197(12) of the Companies Act. 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014

Ratio of the remuneration of each Director/ KMP to the median remuneration of allemployees of the Company for the financial year:

Particulars Designation Amount Percentage
Median Remuneration of all employees of the Company for Whole Time Director (WTD) Rs. 360000/- 35.07%
FY 2019-20 Chief Financial Officer (CFO) Rs. 266591/- 25.97%
Company Secretary (CS) Rs. 400010/- 38.96%
The percentage increase in Whole Time Director NIL -
median remuneration of Chief Financial Officer NIL -
employees in the Financial Year Company Secretary NIL -
The number of permanent Whole Time Director
employees on rolls of Company Chief Financial Officer
as on March 31. 2020 Company Secretary
Total 3 Employees

Note: The ratio of remuneration to median remuneration is based on remuneration paidduring the period from April 1 2019 to March 31 2020. The remuneration paid is as perthe terms of agreement mutually agreed upon and as permissible under the Act or Statute.

The Company does not pay any remuneration to any other Director except Whole TimeDirector as specified above.

b. Information pursuant to Rule 5(2) & 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules. 2014

Pursuant to the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 noemployee of the Company draws remuneration in excess of the limits as set out in the saidrules.

c. Employee Benefits:

Provision of the Gratuity Act is not applicable to the Company for the financial yearended March 31 2020.


The disclosure requirements as specified under Section 186 of Companies Act 2013 isnot applicable as the Company is engaged in the business of NBFC activities viz:investment in shares mutual funds and other securities during the year under review.


Pursuant to the requirement under Section 134(3)(h) of the Companies Act 2013 theparticulars of contracts or arrangements with related parties under section 188(1) of theCompanies Act 2013 is attached and furnished in Form AOC-2 as annexed to this report asAnnexure-1.


The Board of Directors meets at least once in every quarter and also as and whenrequired.

During the financial year ended March 31 2020 the Board met ten (10) times i.e. onApril 20 2019; May 30 2019; June 24 2019; July 12 2019; August 14 2019; October 032019; November 14 2019; December 14 2019; January 18 2020 and February 13 2020 whereinthe meeting held on November 14 2019 was adjourned for lack of quorum. The maximuminterval between any two meetings was well within the maximum allowed gap of 120 days.

None of the Directors of the Company is member of more than 10 Board level committeesor Chairman of more than 5 committees across companies in which he/she is a director.

Name of the Director Category Shareholdi ng No. of Board Meetin gs Attendance of meetings during 20182019 No. of Directorships and Committee Memberships/ Chairmanships in all listed companies of their directorship
Board Meeti ng# Last AGM Other Director ships* Committee Member ship Committee Chairman ship
Mr. Raj Kumar Jalan Chairman - Independent Director 0 10 10 Yes 19 8 4
Mr. Apurva Salarpuria Non Executive Director 154587 10 9 Yes 18 9 0
Mr. Purushottam Lal Agarwal Whole Time Director 300 10 9 Yes 18 5 3
Mr. Anand Prakash Non Executive Director 0 10 9 Yes 13 6 1
Mr. Rajesh Lihala Independent Director 0 10 9 Yes 4 3 1
Ms. Saileena Sarkar Woman Independent Director 0 10 9 Yes 19 6 3

* Excluding Foreign Companies and Companies under section 8 of the Companies Act 2013.

#Meeting held on November 14 2019 was adjourned due to lack of quorum however Mr. RajKumar Jalan was the only attendee hence he is marked as present.


As on March 31 2020 the Board has 4 (four) committees namely the Audit Committeethe Nomination & Remuneration Committee the Stakeholders Relationship Committee andthe Risk Management Committee.



The Board of Directors of the Company has duly constituted an Audit Committee of theBoard in terms of the requirements of Section 177 of the Companies Act 2013 and Rulesframed thereunder read with Regulation 18 of SEBI (LODR) Regulations 2015. As on March31 2020 the Audit Committee is composed of the following:

Mr. Raj Kumar Jalan Independent Director Chairman
Mr. Apurva Salarpuria Non - Executive Director Member
Mr. Rajesh Lihala Independent Director Member

All the members of the Audit Committee have accounting and financial expertise. TheCompany Secretary Ms. Pallavi Moonka acts as the Secretary to the Audit Committee.

Meetings and Attendance

The Audit Committee of the Company meets every quarter inter alia to review thefinancial results for the previous quarter before the same are approved at Board Meetingspursuant to Regulation 33 of the SEBI (LODR) Regulations 2015. During the year underreview the Audit Committee met five (5) times on: May 30 2019 August 14 2019 November14 2019 December 14 2019 and February 13 2020 wherein the meeting held on November 142019 was adjourned for lack of quorum. The attendance details of members of committee areas under:

Mr. Raj Kumar Jalan 5 5#
Mr. Apurva Salarpuria 5 4
Mr. Rajesh Lihala 5 4

#Meeting held on November 14 2019 was adjourned due to lack of quorum however Mr. RajKumar Jalan was the only attendee hence he is marked as present.

Powers of the Audit Committee

The powers of the Audit Committee include the following:

1. To investigate any activity within its terms of reference

2. To seek information from any employee

3. To obtain outside legal or other professional advice

4. To secure attendance of outsiders with relevant expertise if it considers necessary

Functions of Audit Committee

The Audit Committee reviews the Reports of the Statutory Auditors periodically anddiscusses their findings. The role of the Audit committee includes the following:

1. Oversight of the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statements are correct sufficient andcredible;

2. Recommending to the Board the appointment re-appointment and if required thereplacement or removal of the statutory auditors and the fixation of audit fees;

3. Reviewing with the management the quarterly financial statements before submissionto the board for approval;

4. Reviewing with the management the annual financial statements before submission tothe board for approval with particular reference to:

(i) Matters required to be included in the Director's Responsibility Statement to beincluded in the Board's Report in terms of Section 134(3)(c) of the Companies Act 2013.

(ii) Changes if any in accounting policies and practices and reasons for the same.

(iii) Compliance with listing and other legal requirements relating to financialstatements.

(iv) Disclosure of any related party transactions

5. Reviewing with the management performance of statutory and internal auditors andadequacy of the internal control systems;

6. Reviewing and monitoring the auditor's independence and performance andeffectiveness of audit process;

7. Scrutiny of inter-corporate loans and investments;

8. Evaluation of internal financial controls and risk management systems;

9. Discussion with statutory auditors before the audit commences about the nature andscope of audit as well as post - audit discussion to ascertain any area of concern;

10. Carrying out any other function as is mentioned in the terms of reference of theAudit Committee;

11. Discussion with internal auditors any significant findings and follow up;

12. Reviewing the findings of any internal investigations by the internal auditors;

13. The Audit Committee shall mandatorily review the following:

i. Management discussion and analysis of financial condition and result of operation;

ii. Statement of significant related party transactions (as defined by the AuditCommittee) submitted by the management;

iii. Management letters/letters of internal control weakness issued by the statutoryauditors;

iv. Internal audit reports relating to internal control weaknesses;



The Board of Directors of the Company has duly constituted a Nomination andRemuneration Committee in terms of the requirements of Section 178 of the Companies Act2013 and Rules framed thereunder read with Regulation 19 of SEBI (LODR) Regulations 2015.As on March 31 2020 the Nomination & Remuneration Committee is composed of thefollowing:

Mr. Rajesh Lihala Independent Director Chairman
Mr. Anand Prakash Non - Executive Director Member
Mr. Apurva Salarpuria Non - Executive Director Member
Ms. Saileena Sarkar Women Independent Director Member

Meetings and Attendance

The Nomination and Remuneration Committee shall meet once every year in accordance withthe requirement of Regulation 19 of the SEBI (LODR) Regulations 2015. During the yearunder review the Nomination and Remuneration Committee met twice (2) on: May 30 2019 andOctober 03 2019 to review the performance of the Directors and the Key ManagerialPersonnel (KMP).

The attendance details of members of committee are as under:

Mr. Rajesh Lihala 2 2
Mr. Anand Prakash 2 2
Mr. Apurva Salarpuria 2 2
Ms. Saileena Sarkar 2 2

Role of the Nomination and Remuneration Committee

The roles and responsibilities of the committee include the following:

1. Formulate the criteria for determining qualifications positive attributes andindependence of a director.

2. Identifying persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down recommend to the Boardtheir appointment and removal.

3. Formulate the criteria for evaluation of director's and Board's performance and tocarry out the evaluation of every director's performance.

4. Devising a policy on Board diversity.

5. To decide the remuneration of consultants engaged by the Committee.

6. Framing recommending to the Board and implementing on behalf of the Board and onbehalf of the Shareholders policy on remuneration of Directors Key Managerial Persons(KMP) & other Employees including ESOP pension right and any other compensationpayment.

7. Considering approving and recommending to the Board changes in designation andincrease in salary of the Directors KMP and other employees.

8. Framing the Employees Share Purchase Scheme / Employees Stock Option Scheme andrecommending the same to the Board / shareholders for their approval andimplementing/administering the scheme approved by the shareholders.

As a token of long term commitment and long term vision towards the Company none of thedirectors (excluding Whole Time Director) of the Company receive any sort of monetarybenefit from the Company inter-alia no sitting fees or remuneration is paid to otherdirectors except Whole Time Director.



The Board of Directors of the Company has duly constituted a Stakeholders RelationshipCommittee in terms of the requirements of Regulation 20 of SEBI (LODR) Regulations 2015.As on March 31 2020 the Stakeholders Relationship Committee is composed of thefollowing:

Mr. Raj Kumar Jalan Independent Director Chairman
Mr. Purushottam Lal Agarwal Whole Time Director Member
Mr. Rajesh Lihala Independent Director Member

Meetings and Attendance

During the year under review the Stakeholders Relationship Committee met twice (2) onAugust 14 2019 and February 13 2020. The Company has not received any grievances duringthe financial year 2019-2020. The attendance details of members of committee are as under:

Mr. Raj Kumar Jalan 2 2
Mr. Purushottam Lal Agarwal 2 2
Mr. Rajesh Lihala 2 2

Powers of the Stakeholders Relationship Committee

The role of the committee shall inter-alia include the following:

1. Resolving the grievances of the security holders of the listed entity includingcomplaints related to transfer/transmission of shares non-receipt of annual reportnon-receipt of declared dividends issue of new/duplicate certificates general meetingsetc.

2. Review of measures taken for effective exercise of voting rights by shareholders.

3. Review of adherence to the service standards adopted by the listed entity in respectof various services being rendered by the Registrar & Share Transfer Agent.

4. Review of the various measures and initiatives taken by the listed entity forreducing the quantum of unclaimed dividends and ensuring timely receipt of dividendwarrants/annual reports/statutory notices by the shareholders of the company



The Board of Directors of the Company has duly constituted a Risk Management Committeein terms of the requirements of Regulation 21 of SEBI (LODR) Regulations 2015. As onMarch 31 2020 the Risk Management Committee is composed of the following:

Mr. Purushottam Lal Agarwal Whole Time Director Chairman
Mr. Apurva Salarpuria Non - Executive Director Member
Mr. Anand Prakash Non - Executive Director Member

Meetings and Attendance

During the year under review the Risk Management Committee met twice (2) on August 142019 and January 18 2020 to review the risk management plan. The attendance details ofmembers of committee are as under:

Mr. Purushottam Lal Agarwal 2 2
Mr. Apurva Salarpuria 2 2
Mr. Anand Prakash 2 2

Powers of the Risk Management Committee

The role of the Committee is as under:

1. To Prepare Risk Management Plan reviewing and monitoring the same on regular basis.

2. To review critical risks identified.

3. To report key changes in critical risks to the Board.

4. To report critical risks to Audit Committee in detail.

5. To perform such other functions as may be deemed or prescribed fit by the Board.


Your Company/Employer is committed to provide a protective environment at workplace forall its employees. To ensure that every woman employee is treated with dignity and respectand as mandated under the "The Sexual Harassment of women at Workplace (PreventionProhibition and Redressal) Act 2013" the Company/Employer takes due care forprevention of the sexual harassment of its women employees as and when the company employsany women employee.

During the year under review the Internal Complaints Committee (ICC) wasre-constituted in the Group by the Employer held on to redress and deal with any complainson sexual harassment with the following members:

1 Mrs. Mandira Mukherjee Chairperson
2 Ms. Saileena Sarkar Member
3 Ms. Pallavi Moonka Company Secretary & Member
4 Mr. Sanjoy K. Mohanty Member
5 Mr. Gautam Chakraborty Member
6 Adv. Rishi Biswas External Member (Advocate - Hon'ble Calcutta High Court)

Further during the year under review no case of sexual harassment was reported. Ms.Pallavi Moonka shall act as Secretary to the Committee.


The Independent Directors of the Company met separately on Thursday February 13 2020without the presence of Non-Independent Directors and the members of the management. TheMeeting was conducted informally to enable the Independent Directors to discuss matterspertaining to the Company's affairs and put forth their combined views to the Board ofDirectors of the Company.


The Company has established a vigil through which concerned persons [directorsemployees and business associates] may report unethical behavior malpractices wrongfulconduct etc. without fear of reprisal. The Company has set up a Direct Touch Initiativeunder which all directors employees/ business associates have direct access to theChairman of the Audit Committee. The Whistle Blower Policy aims to:

• Allow and encourage stakeholders to bring to the management notice concernsabout unethical behavior malpractices wrongful conduct actual or suspected fraud orviolation of policies.

• Ensure timely and consistent organizational response.

• Build and strengthen a culture of transparency and trust.

• Provide protection against victimization.

The above mechanism has been appropriately communicated. The Company Secretary of theCompany ensures compliance with the relevant provisions of the Companies Act 2013 andSEBI (LODR) Regulations 2015 to the extent applicable.


Statutory Auditors

In terms of the provisions of Section 139 of the Companies Act 2013 read withprovisions of the Companies (Audit and Auditors) Rules 2014 as amended M/s MohitJhunjhunwala & Associates Chartered Accountants (ICAI FRN: 328750E) was appointed asthe Auditors of the Company for a consecutive period of 4 years from conclusion of the 36thAnnual General Meeting held in the year 2018 until conclusion of the 40 thAnnual General Meeting scheduled to be held in the year 2022.

The Members may note that consequent to the changes made in the Companies Act 2013 andthe Companies (Audit and Auditors) Rules 2014 by the Ministry of Corporate Affairs (MCA)vide notification dated May 7 2018 the proviso to Section 139(1) of the Companies Act2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors)Rules 2014 the requirement of ratification of appointment of Auditors by the Members atevery AGM has been done away with. Therefore the Company is not seeking any ratificationof appointment of M/s Mohit Jhunjhunwala & Associates Chartered Accountants as theAuditors of the Company by the Members at the ensuing AGM.

NBFC Auditor's Report (Reserve Bank) Directions 2008: In view of the directions issuedby Reserve Bank of India the Auditors have given their report to the above effect whichis selfexplanatory.

Secretarial Auditor

In compliance with the provisions of Section 204 of the Act and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors upon recommendation of the Audit Committee has appointed Mr. Rajan SinghCompany Secretary in Practice as the Secretarial Auditor and his report in Form MR-3 isannexed to the Board's Report as Annexure - 2.

The Company has taken a certificate as laid down under sec 92(2) of the Companies Act2013 and Rule 11(2) of Companies (Management and Administration) Rules 2014 from Mr.Rajan Singh Practising Company Secretary.

Qualification reservation or adverse remark in the Auditor's Reports and SecretarialAudit Report

There is no qualification reservation or adverse remark made by the Auditors in theirReports to the Financial Statements or by the Secretarial Auditor in his Secretarial AuditReport for the financial year ended March 31 2020.

Cost Audit and Cost Records

Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Companies Act 2013 is not applicable for the businesscarried out by the Company.

Internal Audit

M/s Rakesh Ram & Associates Chartered Accountants are conducting the InternalAudit of the Company. The report thereof is placed before the Audit Committee forevaluation of internal financial controls and risk management systems.


Information pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule 8of Companies (Accounts) Rules 2014 in respect of conservation of Energy and TechnologyAbsorption are not applicable to company under the year under review and expenditure on

Research and Development and Foreign Exchange Earning & Outgo stands"NIL" for the year under review.


There has been no significant and material order(s) passed by any Regulator(s) orCourt(s) or Tribunal(s) impacting the going concern status of the Company's operations.No material changes and commitments have occurred after the close of the financial yeartill the date of this Report which affects the financial position of the Company for thereporting period.

The Company has entered in 5 agreements with different companies for purchase ofagricultural land in West Bengal. Out of the 5 agreements 3 agreements have beencancelled and company get the full refund of the advance payment made. Regarding theremaining two agreements the total capital commitments for the two projects was Rs.84866670/-


In accordance with Regulation 34 of the SEBI (LODR) Regulations 2015 ManagementDiscussion & Analysis Report forms a part of this Annual Report and is enclosedherewith as Annexure-3.


The Company follows Accounting Standards issued by the Institute of CharteredAccountants of India and in preparation of financial statements.

The Financial Statements for the year ended 31st March 2020 are the first time theCompany has prepared in accordance with Indian Accounting Standards ("Ind-AS")consequent to the notification of the Rules issued by the MCA. Further in accordance withthe Rules the Company has restated its Balance Sheet as at 1st April 2018 and financialstatements for the year ended and as at 31st March 2019 also as per Ind-AS. Forpreparation of opening balance sheet under Ind-AS as at 1st April 2018 the Company hasavailed exemptions and first time adoption policies in accordance with Ind-AS 101"First-time Adoption of Indian Accounting Standards" the details of which havebeen explained thereof in the "Footnotes to Reconciliation of Equity" (ReferNote 42 of the attached Financial Statements).

The financial statements have been prepared on a historical cost basis except forcertain financial assets and liabilities which have been measured at fair value asdescribed in accounting policies regarding financial instruments. The Company hasclassified its assets in accordance with the Prudential Norms prescribed by the ReserveBank of India as on the Balance Sheet date the Company does not have any Non-PerformingAssets (NPA).


The estimates at 1st April 2018 at 31st March 2019 are consistent with those made forthe same dates in accordance with Indian GAAP (after adjustments to reflect anydifferences in accounting policies). The Company has exercised the option to measureinvestment in equity instruments not held for trading at FVTOCI in accordance with Ind AS109. It has exercised this irrevocable option for its class of unquoted equity shares. Theoption renders the equity instruments elected to be measured at FVTOCI non recyclable toStatement of Profit & Loss. The estimates used by the Company to present these amountsin accordance with Ind-AS reflect conditions at 1st April 2018 the date of transition toInd-AS and as of 31st March 2019.

The following reconciliations have been made which provides the effect of transition toInd AS from IGAAP in accordance with Ind AS 101:

1. Reconciliation of Balance sheet as at April 01 2018 (Transition Date) and as atMarch 31 2019.

2. Reconciliation of Statement of Profit & Loss for the year ended March 31 2019

3. Reconciliation of other equity as at April 01 2018 and March 31 2019

4. Reconciliation of total comprehensive income for the year ended March 31 2019

5. Reconciliation of statement of cash flows for the year ended March 31 2019.


Your company has not accepted any public deposit during the financial year underreview. LISTING

The equity shares of your Company continued to be listed on The Calcutta Stock ExchangeLimited (CSE). During the year under review the Company has successfully listed its5229209 Equity Shares of Rs. 10/- each on BSE Limited.


Corporate Social Responsibility is the continuing commitment by the business to behaveethically and contribute to economic development while improving the quality of life ofthe workforce and their families as well as of the local community and society at large.

As per the provisions of Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 your Company is not required toconstitute a CSR committee and enact thereon i.e. CSR Provision is not applicable.


During the year under review the Company has duly complied with the applicableprovisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) andGeneral Meetings (SS-2) along with Secretarial Standard on Report of the Board ofDirectors (SS-4) issued by The Institute of Company Secretaries of India (ICSI).



A) Financial Results:

• Shareholders were intimated through the press about the quarterly performanceand financial results of the Company. The quarterly half-yearly and the annual financialresults are published in national and regional dailies i.e. The Times of India (National)and The Echo of India - Kolkata in English and Arthik Lipi in Bengali (Vernacular)Language.

• The Company's results and other corporate announcements are promptly sent to thestock exchange i.e. BSE Limited and The Calcutta Stock Exchange Limited (CSE) with whichthe shares of the Company are listed.

• The financial results and other relevant information are also displayed on thewebsite of the Company i.e.

B) Other information:

The Company has email address and cs.sgroup2013@gmail.comto interface with the investors.


a) Annual General Meeting

The Thirty-eighth (38th) Annual General Meeting (AGM) of the Company will beheld at the Registered Office of the Company situated at 7 Chittaranjan Avenue 3rdFloor Bowbazar Kolkata-700072 on Wednesday September 30 2019 at 11:30 A.M. IST

b) Financial Year

The Financial Year of the Company is from 1st April to 31st March

Financial Calendar [Current Financial Year 2020-21]# Tentative Dates
First Quarter Financial Results (June 30) By 15th of September 2020*
Second Quarter Financial Results (September 30) By 14th of November 2020
Third Quarter Financial Results (December 31) By 14th of February 2021
Fourth Quarter & Annual Audited Financial Results of the current Financial Year (March 31) By end of May 2020

# There may be delay or submission within extended time line in the current times ofpandemic COVID- 19 crisis.

* The Due Date of Submission of Financial Results for the quarter ended June 30 2020have been extended from 14th August 2020 to 15th September 2020vide SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/140 dated July 29 2020.

Date of Book Closure: The books will be closed for the Annual General Meeting fromThursday September 24 2020 to Wednesday September 30 2020 (both days inclusive).

c) Listing of Equity Shares on the Stock Exchanges

• The Calcutta Stock Exchange Limited 7 Lyons Range Kolkata - 700 001 [CSEScrip Code: 10015065]

• BSE Limited P J Towers Dalal Street Mumbai -400001 India [BSE Scrip Code:542906]

• The Company has paid the listing fees to the aforesaid Stock Exchanges.

d) Registrar and Share Transfer Agent:

Niche Technologies Private Limited (SEBI Registration Number : INR000003290) having itsoffice at 3A Auckland Place 7th Floor Room No. 7A & 7B Kolkata - 700 017 WestBengal provide for processing the transfers transmission sub-division consolidationsplitting of shares etc. and to process the Members' requests for dematerialization and /or rematerialization of shares.

e) Distribution of Shareholding as at March 31 2020

• According to Category of Holding:

As on March 31 2020 As on March 31 2019
Shareholders No. of Shares % No. of Shares %
Promoters 2395160 45.80 2395160 45.80
Financial Institutions - - - -
Private Corporate Bodies (Excluding Promoters) 1959445 37.47 1959445 37.47
Public 874604 16.73 874604 16.73
Total 5229209 100.00 5229209 100.00

• According to Number of Shares held:

Shareholding Range No. of shareholders % of Shareholders No. of shares % of Shareholding
1-500 151 58.3012 25410 0.4859
501-1000 13 5.0193 12600 0.2410
1001-5000 4 1.5444 13400 0.2563
5001-10000 7 2.7027 59883 1.1452
10001 -50000 49 18.9189 1246742 23.8419
50001-100000 19 7.3359 1525320 29.1692
100001 and above 16 6.1776 2345854 44.8606
Total 259 100.000 5229209 100.0000

Dematerialization of shares: As stated earlier the Company' shares are listed on theStock Exchange. As per the SEBI notifications trading in Company's shares has been madecompulsorily in dematerialized form w.e.f. December 26 2000 and Company's Registrar &Transfer Agent have established connectivity with NSDL & CDSL and the process ofgetting shares converted to equity and tradable is under process.

SEBI has mandated that securities of listed companies can be transferred only indematerialized form with effect from April 1 2019. Accordingly the Company/ Registrarand Share Transfer Agent has stopped accepting any fresh lodgement of transfer of sharesin physical form. Members holding shares in physical form are advised to avail of thefacility of Dematerialization. The ISIN of the Company is INE771C01014.

f) General Body Meetings

The location date and time of Annual General Meetings held during the preceding threeyears are given below:

Year Venue Day & Date Time
2018-19 Registered Office: 7 Chittaranjan Thursday September 05 2019 11:30 A.M.
2017-18 Avenue 3rd Floor Bowbazar Kolkata- Wednesday September 26 2018 11:30 A.M.
2016-17 700072 Friday September 08 2017 11:30 A.M.

g) Postal Ballots

During the financial year 2019-20 there were no ordinary or special resolutions passedby the members through Postal Ballot.

i) Details of Non-Compliances

The Company has complied with the compliances of the Stock Exchange or SEBI or anystatutory authority on matters related to Company / Capital Markets during the last threeyears.

j) Certification from Company Secretary in Practice

Mr. Rajan Singh Company Secretary in whole-time practice has issued a certificate asrequired under the Listing Regulations confirming that none of the directors on the Boardof the Company has been debarred or disqualified from being appointed or continuing asdirector of companies by the SEBI / Ministry of Corporate Affairs or any such statutoryauthority. The certificate is enclosed as Annexure-4.


Pursuant to the provisions of Regulation 34(3) and Schedule V of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 the WholeTime Director has enclosed a duly signed declaration stating that themembers of board of directors and senior management personnel have affirmed compliancewith the code of conduct of board of directors and senior management. The declaration isenclosed as Annexure-5.


In terms of Notification No. RBI/2014-15/299 dated 10.11.2014 issued by the ReserveBank of India (RBI) provision for contingency have been provided for Rs. 392754.00 onStandard Assets of Rs. 98188581.00 on the outstanding balance as on March 31 2020.During the year under review a sum of Rs. 895000 (Previous year Rs. 1073000) istransferred to RBI Reserve Fund under section 45IC of the Reserve Bank of India Act 1934.


Your Directors record their sincere appreciation for the assistance support andguidance provided by Government Authorities Bankers investors financial institution andshareholders for their consistent support to the company. The Directors also commend thecontinuing commitment and dedication of the employees at all levels which has beencritical for the Company's growth. The Directors look forward for their continuing supportin future.