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IKAB Securities & Investment Ltd.

BSE: 514238 Sector: Financials
NSE: N.A. ISIN Code: INE874A01010
BSE 00:00 | 08 Dec 154.65 7.35
(4.99%)
OPEN

154.65

HIGH

154.65

LOW

154.65

NSE 05:30 | 01 Jan IKAB Securities & Investment Ltd
OPEN 154.65
PREVIOUS CLOSE 147.30
VOLUME 9583
52-Week high 154.65
52-Week low 20.00
P/E 12.92
Mkt Cap.(Rs cr) 53
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 154.65
CLOSE 147.30
VOLUME 9583
52-Week high 154.65
52-Week low 20.00
P/E 12.92
Mkt Cap.(Rs cr) 53
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

IKAB Securities & Investment Ltd. (IKABSECURITIES) - Director Report

Company director report

[Pursuant to Section 134(3) of the Companies Act2013]

To

The Members

IKAB SECURITIES AND INVESTMENT LIMITED

The Directors present herewith the 30th Annual Report together with theaudited Financial Statements for the year ended on March 31 2021.

FINANCIAL RESULTS

The financial results of the Company are summarized as under:

(Rs. in lakhs) (Rs. in lakhs)
Year ended 31.03.2021 Year ended 31.03.2020
Revenue from operations & other Income 830.68 157.62
Profit/ (Loss) before Depreciation and Taxation 326.70 (145.8)
Less: Depreciation & Amortization 0.58 (1.00)
Profit/(Loss) before Exceptional Items & Tax 326.10 (146.8)
Exception Items (5.43) (1.28)
Profit /Loss before Tax 320.67 (148.08)
Less: Provision for Taxation
i) Current Tax 62.74 0.00
ii) Deferred Tax (6.26) 0.27
iii)Prior period taxes 0.00 0.40
Net Profit/ (Loss) for the Year 264.20 (148.76)

OPERATIONS / STATE OF COMPANY'S AFFAIRS

The last financial year began on a very poor note with tremendous risks pouring infrom every side. We were all faced with unknown factors which we had never seen the likesof. Human resilience prevailed and while some sections of society continued to suffersome got relief. Lenders to high quality clients and investors in the stock market weretwo such sections that ended up doing well in the year. We were lucky to be present inthese two segments and ended the year with excellent results.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.

Due to outbreak of COVID-19 pandemic last year which rapidly developed into a globalcrisis forcing governments to enforce lock-downs of all economic activity the Companyhas taken all immediate measures to overcome the challenges and minimize the impact on therevenue of the Company. The Company is focusing on ensuring the health and well-being ofall employee and the operations were conducted by following the 'Work from home model' tominimize the direct attack of COVID-19 on the employees.

DIVIDEND & TRANSFER TO RESERVES

In order to conserve resources the Directors do not recommend any dividend for theFinancial Year 2020-21.No amount of profit was transferred to any Reserves.

DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Act and Articles ofAssociation Mr. Abhishek Bagri (DIN:00015897) Whole time Director of the Companyretires by rotation at the ensuing Annual General Meeting (AGM) in accordance with Section152(6) of the Companies Act 2013 and he is eligible for re-appointment.

In terms of Section 203 of the Act the following are the Key Managerial Personnel(KMP) of the Company:

Mr. Abhishek Bagri (DIN: 00015897): Wholetime Director;

Mr. Devang Dani: Chief Financial Officer;

Ms. Ankita Phophaliya:Company Secretary.

At the 29th Annual General Meeting of the company held on September 302020 Mr. Prerit Kamal Damani (DIN: 00015362) was re-appointed as Independent Director ofthe companyfor a second term of five years commencing from March 31 2021 to March 302026.

INDEPENDENT DIRECTORS

Mr. Prerit Kamal Damani(DIN: 00015362) and Ms. Swati Dujari (DIN: 05349218)independent directors of the Company have submitted declarations that each of them meetthe criteria of independence as provided in sub-Section (6) of Section 149 of the Actthere has been no change in the circumstances which may affect their status as anindependent director during the year. In the opinion of the Board the independentdirectors possess appropriate balance of skills experience and knowledge as required.

Further in terms of Section 150 read with Rule 6 of the Companies (Appointment andQualification of Directors) Rules 2014 as amended Independent Directors of the Companyhave included their names in the data bank of Independent Directors maintained with theIndian Institute of Corporate Affairs.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS & COMMITTEES THEREOF

06 meetings of the Board of Directors were held during the year 2020-21.

The Committees of the Board have been constituted / reconstituted in accordance withthe provisions of the Companies Act 2013. Currently the Board has the followingCommittees:

(1) Audit Committee comprising of three Directors namely Mr. Prerit Damani (IndependentDirector) Ms. Swati Dujari (Independent Director) & Mr. Anil Bagri Non-ExecutiveDirector

(2) Nomination & Remuneration Committee comprising of three Directors namely Mr.Prerit Damani (Independent Director) Ms. Swati Dujari (Independent Director) & Mr.Indra Kumar Bagri Non-Executive Director.

(3) Stakeholder Relationship Committee three Directors namely Mr. Prerit Damani(Independent Director) Ms. Swati Dujari (Independent Director) & Mr. Indra KumarBagri Non-Executive Director.

The details of meetings held during the year and the attendance of directors for thesemeetings annexed hereto forms part of the Annual Report.

Finance Committee comprising of three Directors namely Mr. Prerit Damani (IndependentDirector) Mr. Indra Kumar Bagri Non - Executive Director & Mr. Anil BagriNon-Executive Director

Share Transfer Committee comprising of three Directors namely Mr. Prerit Damani(Independent Director) Mr. Anil Bagri Non-Executive Director and Mr. Indra Kumar BagriNon-Executive Director

Independent Director Committee comprising of two Independent Directors namely Mr.Prerit Damani and Ms. Swati Dujari

CORPORATE SOCIAL RESPONSIBILITY

Provisions of Section 135 of the Companies Act 2013 with regard to Corporate SocialResponsibility are not applicable to the company.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations. To maintain these standards the Company encourages itsemployees who have concerns about suspected misconduct to come forward and express theseconcerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower)Mechanism formulated by the Company provides a channel to the employees and Directors toreport to the management concerns about unethical behaviour actual or suspected fraud orviolation of the Codes of Conduct or Policy. The mechanism provides for adequatesafeguards against victimization of employees and Directors to avail of the mechanism andalso provide for direct access to the Managing Director / Chairman of the Audit Committeein exceptional cases. The revised policy is placed on the website of the Company whichincludes provisions enabling employees to report instances of leak of unpublished pricesensitive information as per Reg.9A Sub Reg.6 of SEBI (Prohibition of Insider Trading)Regulations.2015;weblink:https://www.ikabsecurities.com/coc.php

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENTDIRECTORS

The Remuneration Policy for directors and senior management and the Criteria forselection of candidates for appointment as directors independent directors and seniormanagement are placed on the website of the Company weblink:www.ikabsecurities.com/policies.php

There has been no change in the policies since the last fiscal year.

The Board of Directors affirm that the remuneration paid to the directors is as per theterms laid out in the Remuneration Policy of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:

(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has proper and adequate system of internal financial controls commensuratewith its nature and size of business and meets the following objectives:

• Providing assurance regarding the effectiveness and efficiency of operations

• Efficient use and safeguarding of resources

• Compliance with policies procedures and applicable laws and regulations and

• Transactions being accurately reported and recorded timely

The Company has budgetary control system to monitor expenditures and operations againstbudgets on an ongoing basis.

The internal auditor also regularly reviews the adequacy of internal financial controlsystem.

DETAILS OF SUBSIDIARIES / JOINT VENTURES /ASSOCIATES

The Company does not have any subsidiaries / joint ventures / associates.

ANNUAL RETURN

As provided under sub-Section (3) of Section 92 and 134(3)(a) of the Companies Act2013 and Rule12(1) of the Companies (Management & Administration) Rules the annualreturn of the Company as at 31st March 2021 is uploaded on the website of theCompany at http://www.ikabsecurities.com/annualreports.php

AUDITORS &THEIR REPORT

Members of the Company at their 28th AGM held on 28/08/2019 appointed M/s.A.V. Arolkar & Co. Chartered Accountants Mumbai (FRN No. 100542W) for a period offive consecutive years to hold office till the conclusion of 33rd AGM to beheld in the year 2024.They have submitted a certificate confirming that their appointmentis in accordance with Section 139 read with Section 141 of theAct.

The auditors' report does not contain any qualifications reservations or adverseremarks in their report.

SECRETARIAL AUDIT AND THEIR REPORT

Pursuant to the provisions of Section 204 and other applicable provisions if any ofthe Companies Act 2013 M/s. Parikh & Associates Practicing Company Secretaries wereappointed as the Secretarial Auditor for auditing the secretarial records of the Companyfor the financial year 2020-21 and their Report is attached hereto as Annexure I.

The Report of the Secretarial Auditor does not contain any qualification or adverseremarks.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of nature of business of the Company particulars regarding conservation ofenergy and technology absorption are not given. However the Company has taken variousmeasures to conserve energy at all levels.

There was no foreign exchange earnings and outgo during the year under report.

PARTICULARS OF EMPLOYEES

Pursuant to Section 197 of the Act read with rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the particulars of employees areannexed as Annexure II.

DEPOSITS FROM PUBLIC

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

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY / JUDICIAL AUTHORITY

No significant or material orders were passed by any regulator or court that wouldimpact the going concern status of the Company and its future operations.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments pursuant to theprovisions of the Section 186 of the Companies Act 2013 during the year under report.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has framed a risk management policy and isresponsible for reviewing the risk management plan and ensuring its effectiveness. Theaudit committee has additional oversight in the area of financial risks and controls.Major risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continuing basis.

RELATED PARTY TRANSACTIONS

Particulars of transactions with related parties pursuant to Section 134(3)(h) of theAct read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in Form AOC-2and the same forms part of this report as Annexure III.

EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Board's own performance Board committees and individualdirectors was carried out pursuant to the provisions of the Act in the following manner:

Sr.No. Performance evaluation of Performance evaluation performed by Criteria
1. Each Individual directors Nomination and Remuneration Committee Attendance Contribution to the Board and committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and guidance provided key performance aspects in case of executive directors etc.
2. Independent directors Entire Board of Directors excluding the director who is being evaluated Attendance Contribution to the Board and committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and guidance provided etc.
3. Board and its committees All directors Board composition and structure; effectiveness of Board processes information and functioning fulfillment of key responsibilities performance of specific duties and obligations timely flow of information etc. The assessment of committees based on the terms of reference of the committees and effectiveness of the meetings.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of women at Workplace (Prevention Prohibition and Redressal)Act 2013 and rules made there under. All employees (permanent contractual temporarytrainees) are covered under this policy.

The Company has not received any complaint of sexual harassment during the financialyear 2020-21. LISTING FEES

The Company has paid the listing fees to BSE Limited for the year 2021-22

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation and Code of Internal Procedures and Conduct for Regulating Monitoring andReporting of Trading by Insiders in accordance with the requirements of the SEBI(Prohibition of Insider Trading) Regulation 2015 is available on our website:www.ikabsecurities.com/policies.php

MANAGEMENT'S DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 theManagement's discussion and analysis is set out in this Annual Report as annexed in AnnexureIV.

CORPORATE GOVERNANCE REPORT

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015Corporate Governance is not mandatory to the Company.

MAINTENANCE OF COST RECORDS

Maintenance of cost records as specified by the Central Government under Section 148(1)of the Act is not applicable to the company.

COMPLIANCES OF SECRETARIAL STANADARD

The company has devised proper systems to ensure compliance with the provisions of allapplicable secretarial standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.

APPRECIATION

The Board of Directors is thankful to its Bankers and Institutions for the support andfinancial assistance from time to time.

Your Directors are pleased to place on record their sincere appreciation to all theemployees of the Company whose untiring efforts have made achieving its goal possible.

Your Directors wish to thank the Central and State Governments customers suppliersbusiness associates shareholders for their continued support and for the faith reposed inyour Company.

For and on behalf of the Board
Sd/-
Indra Kumar Bagri
Place: Mumbai Chairman
Date: 23.06.2021 DIN:0001438

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