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Escorp Asset Management Ltd.

BSE: 540455 Sector: Financials
NSE: N.A. ISIN Code: INE953W01016
BSE 00:00 | 18 Aug Escorp Asset Management Ltd
NSE 05:30 | 01 Jan Escorp Asset Management Ltd
OPEN 16.50
PREVIOUS CLOSE 16.50
VOLUME 96000
52-Week high 16.50
52-Week low 14.00
P/E
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 16.50
CLOSE 16.50
VOLUME 96000
52-Week high 16.50
52-Week low 14.00
P/E
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Escorp Asset Management Ltd. (ESCORPASSETMGT) - Director Report

Company director report

To

The Members

Your Directors take pleasure in presenting their Eighth Annual Report on the Businessand Operations of the Company and the Accounts for the Financial Year ended 31st March2019 (period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of the financial performance for the financial year ended March 31 2019and the previous financial year ended March 31 2018 is given below: ( in lakhs)

Particulars 31-Mar-19 31-Mar-18
Total Income 24.70 29.10
Less: Expenditure 31.97 19.29
Profit before Depreciation (07.27) 9.81
Less: Depreciation 0.55 0.49
Profit before Tax (7.82) 9.32
Provision for Taxation (0.24) 1.34
Profit after Tax (7.59) 7.98
Other Comprehensive Income 66.14 318.42
Total Comprehensive Income 58.55 326.40
Earning Per Share (Face value Rs.10 per equity share)
(1) Basic (0.11) 0.12
(2) Diluted (0.11) 0.12

The Total Income of the Company stood at 24.70 lakhs for the year ended March 31 2019as against 29.10 lakhs in the previous year. The Company made a net loss (after tax) of7.59 lakhs for the year ended March 31 2019 as compared to the net profit of 7.98 lakhsin the previous year.

1. DIVIDEND:

The dividend policy for the year under review has been formulated taking intoconsideration of growth of the company and to conserve resources the Directors do notrecommend any dividend for year ended March 31 2019.

2. STATE OF AFFAIRS OF THE COMPANY:

Information on the operations and financial performance among others for the periodunder review is given in the Management Discussion and Analysis Report which is annexedto this Report and is in accordance with the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015

3. EXTRACT OF ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of Annual Return in MGT- 9 is annexed as a part of this Annual Report as "Annexure I" .

The weblink for accessing extract of annual return ishttps://escorpamc.co.in/investor-relations/

4. CHANGE IN SHARE CAPITAL:

During FY 2019 there was no change in the authorised and paid-up share capital of theCompany. The paid up Equity Share Capital as on 31st March 2019 amounted to Rs.667.00Lacs.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Change in Directors

During the period under review as per the recommendations received from the Nomination& Remuneration Committee and the Audit Committee re-designated Mr. Shripal Shah asWhole Time Director w.e.f March 27 2019 subject to the shareholders approval at theensuing AGM.

ii. Committees of Board of Directors

There has been no change in Committees of Board of Directors during period underreview.

iii. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Shripal Shah Executive Director of the Company retiresby rotation and offers himself for re- appointment. The brief resume of Mr. Shripal Shahthe nature of his expertise in specific functional areas names of the companies in whichhe has held directorships her shareholding etc. are furnished in the Annexure - A to thenotice of the ensuing AGM.

iv. Independent Directors

Independent Directors have provided their confirmation that they meet the criteria ofindependence as provided in subsection (6) of Section 149 of the Companies Act 2013. AnIndependent Director shall hold office for a term up to five consecutive years on theBoard of a Company but shall be eligible for reappointment for next five years on passingof a special resolution by the Company.

v. Key Managerial Personnel

During the period under review Ms. Gunjan Kataruka was appointed as the CompanySecretary and Compliance Officer w.e.f January 01 2019 due to resignation tendered andaccepted by Board of Directors by Mr. Deepesh Jain as on December 31 2018.

6. MEETINGS:

During the year Eight Board Meetings were convened and duly held. The details of whichare given in the Corporate Governance Report which forms part of this report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.

7. AUDIT COMMITTEE:

The Audit Committee comprises of Mr. Darshit Parikh (Chairman) Mr. Shripal Shah(Member) and Ms. Supriya Tatkar (Member). Powers and role of the Audit Committee areincluded in the Corporate Governance Report. All the recommendation made by the AuditCommittee were accepted by the Board of Directors.

8. REMUNERATION POLICY:

The Company has framed a Nomination and Remuneration Policy pursuant to Section 178 ofthe Companies Act 2013 and SEBI (LODR) Regulations 2015. The Policy is provided inAnnexed to this Report as "Annexure II".

9. BOARD EVALUATION:

Your Board has devised an Evaluation Policy for evaluating the performance of theBoard its Committees Executive Directors Independent Directors. Based on the same theperformance was evaluated for the financial year ended March 31 2019. As part of theevaluation process the performance of Non- Independent Directors the Chairman and theBoard was conducted by the Independent Directors. The performance evaluation of therespective Committees and that of Independent and Non- Independent Directors was done bythe Board excluding the Director being evaluated. The policy inter alia provides thecriteria for performance evaluation such as Board effectiveness quality of discussioncontribution at the meetings business acumen strategic thinking time commitment andrelationship with the stakeholders corporate governance practices contribution of thecommittees to the Board in discharging its functions etc.

10. AUDITORS: i. Statutory Auditors:

Subject to the amendment stated in The Companies Amendment Act 2017 read withNotification S.O. 1833(E) dated 8th May 2018 deleting the provision of annual ratificationof the appointment of auditor the requirement to place the matter relating to appointmentof Auditors for ratification by members at every Annual General Meeting is done away withand no resolution has been proposed for the same.

ii. Secretarial Auditor:

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 hasappointed JNG & CO. a firm of Company Secretaries in Practice (CP No. 8108) toundertake the Secretarial Audit of the Company for the F.Y. 2018-19. The Secretarial AuditReport for F.Y. 2018-19 is annexed herewith as "Annexure III".

iii. Cost Auditor:

Your Company is principally engaged into Portfolio Management Business and ProprietaryInvestments in shares securities and funds. Therefore Section 148 of the Companies Act2013 is not applicable to the Company.

11. AUDITOR’S REPORT:

The Auditor’s Report and Secretarial Auditor’s Report does not contain anyquali cations reservations or adverse remarks. Report of the Secretarial Auditor is givenas an Annexure which forms part of this report.

12. VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for Directors and Employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company athttp://www.escorpamc.co.in.

13. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with read with rules made there under theBoard has appointed M/s Thakur & Co. Chartered Accountants as an Internal Auditorsof the Company to check the internal controls and functioning of the activities andrecommend ways of improvement. The Internal Financial Controls with reference to financialstatements as designed and implemented by the Company are adequate. The Internal Audit iscarried out quarterly basis; the report is placed in the Audit Committee Meeting and theBoard Meeting for their consideration and direction. During the year under review nomaterial or serious observation has been received from the Internal Auditors of theCompany for inefficiency or inadequacy of such controls.

14. RISK ASSESSMENT AND MANAGEMENT:

Your Company has been on a continuous basis reviewing and streamlining its variousoperational and business risks involved in its business as part of its risk managementpolicy. Your Company also takes all efforts to train its employees from time to time tohandle and minimize these risks.

15. LISTING WITH STOCK EXCHANGES:

Escorp Asset Management Limited is listed on the SME Platform of the BSE Limited. Ithas paid the Annual Listing Fees for the year 2019-2020 to BSE Limited.

16. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1& SS-2 on Meetings of the Board of Directors and General Meetings respectively.

17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

AND OUTGO:

i. Conservation of Energy

a) The steps taken or impact on conservation of energy – The Operations ofthe Company are not energy intensive. However adequate measures have been initiated forconservation of energy.

b) The steps taken by the Company for utilizing alternate source of energy– Company shall consider on adoption of alternate source of energy as and whennecessities.

c) The Capital Investment on energy conversation equipment – No CapitalInvestment yet.

ii. Technology absorption

a) The efforts made towards technology absorption. – Minimum technologyrequired for Business is absorbed.

b) The benefits derived like product improvement cost reduction productdevelopment or import substitution – Not Applicable.

c) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year) – Not Applicable.

a. the details of technology imported;

b. the year of import;

c. whether the technology been fully absorbed;

d. if not fully absorbed areas where absorption has not taken place and the reasonsthereof

iii. The expenditure incurred on Research and Development – Not Applicable.

18. PARTICULARS OF LOANS INVESTMENTS AND GUARANTEES:

Particulars of loans given investments made guarantees given and securities providedare provided nancial in the statements.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm’slength basis. Thus Disclosure in form AOC-2 is not required. Further during the year theCompany had not entered into any contract / arrangement / transaction with related partieswhich could be considered material in accordance with the policy of the Company onmateriality of related party transactions. All related party transactions are placedbefore the Audit Committee and Board for approval. The details of the related partytransactions as required under Indian Accounting Standard (IND AS) – 24 are set outin Note to the financial statements forming part of this Annual Report.

20. DEPOSITS:

Your Company did not accept / hold any deposits from public / shareholders during theyear under review.

21. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and Company’s operations in future.

22. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

In accordance with the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and rules made there under the Company has framed and adoptedthe policy for Prevention of Sexual Harassment at Workplace. Company was not in receipt ofany complaint of sexual harassment.

23. HUMAN RESOURCES:

Your Company has established an organization structure that is agile and focused ondelivering business results. With regular communication and sustained efforts it isensuring that employees are aligned on common objectives and have the right information onbusiness evolution. As your Management is on the payroll of Holding Company anddoesn’t draw any managerial remuneration from the Company the statement ofDisclosure of Remuneration under Section 197 of the Act and Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 ("Rules")will not be applicable. The current workforce breakdown structure has a good mix ofemployees at all levels. Your Board confirms that the remuneration is as per theremuneration policy of the Company.

24. CORPORATE GOVERNANCE:

Pursuant to SEBI (LODR) Regulations 2015 and in compliance to the SecretarialStandards issue by ICSI the report on Corporate Governance during the period under reviewwith the Certificate issued by M/ JNG and Co. Practicing Company Secretaries oncompliance in this regards forms part of this Annual Report.

25. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability con rm that: i. In the preparation of the annualaccounts the applicable accounting standards have been followed and there are no materialdepartures. ii. They 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

nancial year and of the pro t of the Company for that period. iii. They have takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities. iv. They have prepared theannual accounts on a going concern basis. v. They have laid down internal nancial controlsto be followed by the Company and such internal nancial controls are adequate andoperating effectively. vi. They have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

Based on the framework of internal nancial controls and compliance systems establishedand maintained by the Company work performed by the internal statutory and secretarialauditors and external consultants and the reviews performed by management and the relevantboard committees including the audit committee the board is of the opinion that theCompany’s internal nancial controls were adequate and effective during the nancialyear 2018-19.

26. CAUTIONARY STATEMENTS:

Statements in this Annual Report particularly those which relate to ManagementDiscussion and Analysis as explained in the Corporate Governance Report describing theCompany’s objectives projections estimates and expectations may constitute‘forward looking statements’ within the meaning of applicable laws andregulations. Actual results might differ materially from those either expressed or impliedin the statement depending on the circumstances.

27. ACKNOWLEDGEMENTS:

Your Directors would like to express deep sense of appreciation for the assistance andco-operation received from the Financial Institutions Banks Government Authorities andShareholders and for the devoted service by the Executives staff and workers of theCompany. The Directors express their gratitude towards each one of them.

Registered Office: On Behalf of The Board Of Directors
60 Khatau Building Ground Floor FOR ESCORP ASSET MANAGMENT LIMITED
Alkesh Dinesh Modi Marg
Fort Mumbai – 400 001 Sd/-
Tel : 022 – 6216 6999 Shripal Shah
Fax: 022 – 2263 0434 (Chairman & Executive Director)
CIN: L17121MH2011PLC213451 DIN: 01628855
Website: http://www.escorpamc.co.in Mumbai Thursday August 292019
Email: info@escorpamc.co.in

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