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Esaar (India) Ltd.

BSE: 531502 Sector: Financials
NSE: N.A. ISIN Code: INE404L01039
BSE 00:00 | 01 Dec 3.33 -0.06
(-1.77%)
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3.39

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3.39

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NSE 05:30 | 01 Jan Esaar (India) Ltd
OPEN 3.39
PREVIOUS CLOSE 3.39
VOLUME 1376
52-Week high 3.82
52-Week low 1.46
P/E 4.44
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3.39
CLOSE 3.39
VOLUME 1376
52-Week high 3.82
52-Week low 1.46
P/E 4.44
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Esaar (India) Ltd. (ESAARINDIA) - Director Report

Company director report

To

The Members of Esaar (India) Limited

Your Directors are pleased to present the 68th Annual Report of the Companytogether with the Audited Statements of Accounts and Auditors' Report for the year endedMarch 31 2020.

FINANCIAL RESULTS

(Amount in lakhs.)

Particulars F.Y. 2019-20 F.Y. 2018-19
Revenue from sale of shares 921.72 (778.85)
Revenue from interest income 270.52 152.55
Revenue from Sale of commodity - -
Revenue from other income 1038.08 9.08
Total Revenue 2230.31 (617.21)
Total Expenses 2206.23 (648.45)
Profit / (Loss) before Dep. Int & Tax
Depreciation 24.08 31.23
Interest - -
Profit/ (Loss) after Dep. & Interest & before tax 24.08 31.23
Provision for taxation 4.46 -
Provision for tax (deferred) 157.89 -
Tax adjustment for earlier years - -
Profit// (Loss) after Tax 177.52 31.23
Net Profit/(Loss) 177.52 31.23
EPS 0.87 0.15

RESULTS OF OPERATIONS AND STATE OF AFFAIRS:

During the year under review the company has generated the revenue of Rs. 2230.31 lakhsas compared to Rs. 617.21 lakhs in the previous year. The net profit of hasincreased from Rs. 31.23 lakhs in the previous year to Rs. 177.52 lakhs.

It can be clearly seen from the figures available that the Company traded in securitiesduring the year under review which resulted into revenue of Rs. 921.72. Interest incomehas increased to Rs. 270.52 lakhs as compared to the previous year which was Rs. 152.55lakhs.

DIVIDEND:

With the view to conserve financial resources of the Company your Directors do notrecommend any dividend on equity shares for the year ended 31st March 2020.

DEPOSITS:

The company has not accepted any public deposits during the year under review.

SUBSIDIARIES:

The company is not having any subsidiary company.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on the company's policiesand strategy apart from other Board matters. During the Financial year 2019-2020 TheBoard met six times during the year on 27th April 2019; 29th May2019; 13th September 2019; 13thNovember 2019; 12thDecember2019; 14th February 2020.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review there were no changes in the Board of Directors of theCompany.

Pursuant to Section 152 of the Companies Act 2013 Mr. Raghvendra Kumar Whole-TimeDirector retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment. The Board has recommended her re-appointment.

Upon the recommendation of Nomination and Remuneration Committee the Board appointedMr. Mehul Hasmukh Shah (DIN 00338356) as an Additional Director of the Company in thecategory of Independent Director subject to approval of members at the ensuing AnnualGeneral Meeting with effect from 29th July 2020 for 5 years in order to complywith the requirement of Section 149(1) of the Companies Act 2013.

In terms of Section 161 of the Companies Act 2013 he will hold office up to the dateof the ensuing Annual General Meeting. The Company has received a notice in writingpursuant to Section 160 of Companies Act 2013 proposing the appointment of Mr. MehulHasmukh Shah as Director of the Company.

The Board has recommended the appointment of Mr. Mehul Hasmukh Shah as an IndependentDirectors of the Company for a period of five consecutive years up to the 73rdAnnualGeneral Meeting of the Company not liable to retire by rotation.

The Company had appointed Ms. Meghana Kashte (membership number 31495) as on December20 2019 as the Company Secretary and Compliance Officer of the Company.

None of the Directors are disqualified for appointment/ re-appointment under Section164 of the Act. As required by law this position is also reflected in the Auditors'Report.

As required under Regulation 36(3) of the listing Regulations with the stock exchangesthe information on the particulars of Directors proposed for appointment/re appointmenthas been given in the notice of annual general meeting.

STATE OF COMPANY'S AFFAIRS

It is imperative that affairs of our Company are managed in a fair and transparentmanner. This is vital to gain and retain the trust of our stakeholders.

BOARD COMMITTEES:

Your company has formed following Committees of the Board in accordance with CompaniesAct 2013:

Audit Committee

The Audit Committee comprises Mrs. Dipti Shashank Yelve as Chairman Mr. RaghvendraKumar and Mr. Mehul Kumar Kadiya as the members. The Committee has assigned role powersand responsibilities as provided under Section 177 of the Companies Act 2013.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises Mrs. Dipti Shashank Yelve asChairman Mr. Mehul Kumar Kadiya and Mrs. Narmadaben Patel as the members. The Committeeis formed for the purpose of recommending the Nomination and Remuneration and evaluationof the Directors' performance. The Committee has assigned role powers andresponsibilities as provided under Section 178 of the Companies Act 2013.

Stakeholders Relationships Committee

The Stakeholders Relationships Committee comprises Mrs. Dipti Shashank Yelve asChairman Mr. Raghvendra Kumar and Mr. Mehul Kumar Kadiya as the members. The Committeehas assigned role powers and responsibilities as provided under Section 178 of theCompanies Act 2013.

Loan& Investment Committee

The Loan& Investment Committee comprises Mrs. Dipti Shashank Yelve as Chairman Mr.Raghvendra Kumar and Mr. Mehul Kumar Shah as the members.

CORPORATE SOCIAL RESPONSIBILITY [CSR]:

The provisions of the CSR expenditure and Composition of Committee as provided in theSection 135 of the Companies Act 2013 are not applicable to the company.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 withrespect to Directors' Responsibility

Statement it is hereby confirmed:

a) In the preparation of the annual accounts for the financial year ended March 312020 the applicable accounting standards have been followed.

b) Accounting policies selected were applied consistently. Reasonable and prudentjudgments and estimates were made so as to give a true and fair view of the State ofaffairs of the corporation as at the end of March 31 2020 and of the profit of theCompany for the year ended on that date.

c) Proper and sufficient care to the best of their knowledge and ability for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.

d) The Annual Accounts of the Company have been prepared on going concern basis. e)That they have laid down internal financial controls commensurate with the size of theCompany and that such financial controls were adequate and were operating effectively.

f) That system to ensure compliance with the provisions of all applicable laws was inplace and was adequate and operating effectively.

DECLARATION OF INDEPENDENCE BY DIRECTORS:

The Independent Directors have confirmed and declared that they are not disqualified toact as the Independent Director in compliance with the provisions of Section 149 of theCompanies Act 2013 and the Board is also of the opinion that the Independent Directorsfulfills all the conditions specified in the Companies Act 2013 making them eligible toact as Independent Directors.

STATUTORY AUDITOR:

M/s. Harish Arora & Associates Chartered Accountant having office at A-56 KumbhaNagar Chittorgarh-Rajasthan Branch-Amet Rajsamand (Raj.) having Firm Registration No.015226C were appointed as the Statutory Auditors of the Company for the FY 2018-19 at theExtra-Ordinary General Meeting held on 12th June 2019 to fill the casualvacancy caused by resignation of M/s. Mahesh C. Solanki& Co. (M. No. 074991 and FirmReg. No. 006228C) and further he was appointed at 67th Annual general meetingof the Company to hold office for the term of 5 consecutive year from 67thAnnual General Meeting to 72nd Annual General Meeting of the Company.

AUDITORS REPORT

Observations made in the Auditors' Report are self-explanatory and therefore do notcall for any further comments under Section 134(1) of the Companies Act 2013.

SECRETARIAL AUDITOR:

The Board recommended the name of Ms. Mamta Devpura Company Secretary in Practice forconducting Secretarial Audit for F.Y. 2019-20 pursuant to the requirements of Section 204(1) of the Act and Rule 9 of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

Ms. Mamta Devpura has shown her eligibility and willingness to conduct SecretarialAudit for F.Y. 2019-20 and has been appointed by the board in their meeting held on June29 2020. The Secretarial Audit Report as received from Ms. Mamta Devpura is appended tothis Report as Annexure I.

COMMENT/EXPLANATION ON REMARKS/OBSERVATIONS/QUALIFICATION MADE BY THE AUDITORS

The management has made note of the comments made by the Secretarial Auditors Mrs.Mamta Devpura in her report for the year 2019-20. The Company has taken steps to complywith the reports and documents as mentioned in point no. 1 to 5 of the report MR-3 issuedby the Secretarial Auditors. It was also noted by the management that same does notattract any penalties and any bearing on the performance of the Company.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

Conservation of Energy and Technology Absorption

The Company is not required to give information relating to conservation of energy andtechnology absorption as the Company is not engaged in any activities referred to inCompanies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988.

Foreign Exchange earnings and Outgo

The Company does not have any Foreign exchange earnings / expenses during the yearunder review and therefore the information in respect of Foreign Exchange Earnings andOutgo as required by Companies (Disclosure of Particulars in the Report of Board ofDirectors) Rules 1988 is not provided.

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN OR SECURITY PROVIDED

As regards investments made by the Company the details of the same are provided undernotes in the financial statements of the Company for the year ended March 31 2020. TheDetails of investments covered under section 186 of the Companies Act 2013 will beproduced for verification to the members at the Registered Office of the company on theirrequest.

DEMATERIALIZATION OF EQUITY SHARES

Equity Shares of the Company are compulsorily tradable in electronic form. As on March31 2020 19717584 of the Equity Shares are held in electronic form and only724916Equity Shares out of 20442500 Equity Shares were held in physical form. SEBI hasrecently amended relevant provisions of Listing Regulations to disallow listed companiesfrom accepting request for transfer of securities which are held in physical form withApril 1 2019. The shareholders holding shares in physical form were informed onprohibition on transfer of shares in physical form and demat of shares as per SEBInotification SEBI/LAD-NRO/GN/2018/24 dated 08.06.2018and amendment circular dated03.12.2018.

SECRETARIAL STANDARDS

During the financial year 2019-20 the Company has complied with the applicableprovisions of Secretarial Standards issued by The Institute of Company Secretaries ofIndia.

EXTRACT OF ANNUAL RETURN

The extract of the Annual return in Form MGT-9 is annexed herewith as Annexure II. Incompliance with Section 134(3)(a) of the Act the extract of Annual Return in MGT-9 asrequired under Section 92(3) of the Act and prescribed in Rule 12 of the Companies

(Management and Administration) Rules 2014 may be accessed on the Company's website athttps://www.esaarindia.wordpress.com.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Contracts/arrangements/transactions entered by the Company during the financial yearwith related parties were in ordinary course of business and on arm's length basis. Duringthe year the Company had not entered into any contract/arrangement/ transaction withrelated parties which could be considered material in accordance with the policy of theCompany on materiality of related party transactions. Accordingly the disclosure ofRelated Party Transactions as required under Section 134(3) (h) of the Companies Act 2013in Form AOC-2 are given in Annexure III.

Prior omnibus approval of the Audit Committee has been obtained on an annual basis fortransactions with related parties which are of a foreseeable and repetitive nature. Thetransactions entered into pursuant to the omnibus approval so granted a statement givingdetails of all transactions with related parties are placed before the Audit Committee fortheir review on a periodic basis.

Your Company has formulated a policy for dealing with related party transactions whichis also available on website of the Company at https://esaarindia.wordpress.com/

BOARD EVALUATION

Evaluation of performance of all Directors is undertaken annually. The Company hasimplemented a system of evaluating performance of the Board of Directors and of itsCommittees and individual Directors on the basis of a structured questionnaire whichcomprises evaluation criteria taking into consideration various performance relatedaspects.

The Board of Directors has expressed its satisfaction with the evaluation process.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementcontaining the disclosures pertaining to remuneration and other details as required underthe Act and the above Rules are provided in the Annual Report. The disclosures asspecified under Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 have been appended to this Report as Annexure IV.

REPORTS ON CORPORATE GOVERNANCE

In terms of Regulation 34 of the Securities and Exchange Board of India (SEBI) (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on CorporateGovernance for the year under review is forming part of the Annual Report. The certificatefrom the Secretarial Auditor of the Company confirming compliance with the conditions ofCorporate Governance is annexed to the Report on Corporate Governance is annexed herewith.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Board of Directors has formulated a Policy which lays down a framework forselection and appointment of Directors and Senior Management and for determiningqualifications positive attributes and independence of Directors.

The Board has also formulated a Policy relating to remuneration of Directors membersof Senior Management and Key Managerial Personnel. The policy is available on the websiteof thecompanyhttps://esaarindia.files.wordpress.com/2016/03/policy-on-remuneration-of-directors-kmp-senior-employees_esaar.pdf

VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has established a Vigil Mechanism which includes a Whistle Blower Policyfor its Directors and Employees to provide a framework to facilitate responsible andsecure reporting of concerns of unethical behavior actual or suspected fraud or violationof the Company's Code of Conduct & Ethics. The details of establishment of VigilMechanism / Whistle Blower Policy are posted on the website of the Company and the weblink to the same ishttps://esaarindia.files.wordpress.com/2016/03/whistle-blower-policy_esaar.pdf.

RISK MANAGEMENT POLICY

The Company has a Risk Management framework to identify measure and mitigate businessrisk and opportunities. This framework seeks to create transparency minimize adverseimpact on the business objective and enhance the Company's competitive advantage. Thisrisk framework thus helps is managing market credit and operations risks.

MATERIAL CHANGES & COMMITMENTS

There has been no material changes and Commitment affecting the financial position ofthe Company which has occurred between the end of the financial year of the Company towhich the financial statements relate and date of the Report.

OTHERS

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Your Company has been registered as a NBFC since 1998 in terms of the provisions ofNon-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms(Reserve Bank) Directions 2007. Your company is categorized as Non-Deposit takingNon-Banking Financial Company. The Company has not accepted any deposits during the yearfrom the public within the meaning of Section 73 of The Companies Act 2013.

2. Details relating to issue of equity shares including sweat equity shares and shareswith differential rights as to dividend voting or otherwise since there was no suchissue of shares.

3. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

4. During the year under review no Stock Options were granted vested or exercised. NoStock Options are in force as on date. Hence there are no disclosures required to be madepursuant to the applicable requirements of the Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014.

5. Your Directors further state that during the year under review there were no casesfiled under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

ACKNOWLEDGMENTS

We take this opportunity to thank the employees for their dedicated service andcontribution to the Company. We also thank our business associates and shareholders fortheir continued support to the Company.

For and on behalf of the Board Esaar (India) Limited

Sd/- Sd/-
Raghvendra Kumar Dipti Yelve
Whole Time Director Director
DIN: 08126531 DIN: 07148169
Place: Mumbai
Date: August 28 2020

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