The Directors have pleasure in presenting the 26th Annual Report of the Companytogether with Financial Statements for the year ended March 31 2020.
RESULTS OF OUR OPERATIONS:
The Company's financial performance for the year ended 31st March 2020 is summarizedbelow:
Rc in I air he
|Particulars ||Year Ended 31st March 2020 ||Year Ended 31st March 2019 |
|Total Revenue ||248.66 ||208.89 |
|Profit before Interest Depreciation & Tax ||108.01 ||79.55 |
|Profit before Depreciation & Tax ||65.01 ||38.11 |
|Profit before Tax & Exceptional Items ||37.52 ||21.00 |
|Prior year Adjustment & Exceptional Items ||0.89 ||0.15 |
|Net Profit before taxation ||36.63 ||20.85 |
|Provision for Tax || || |
|Current Tax ||5.76 ||4.01 |
|Deferred Tax ||0.81 ||2.95 |
|Net Profit ||30.05 ||13.88 |
|Balance brought forward from the last year ||1144.06 ||1130.18 ' |
|Earlier year Tax ||0 ||0 |
|Depreciation / Deferred Tax Adjustments ||0 ||0 |
|Profit available for appropriation ||30.05 ||13.88 |
|Proposed Dividend ||NIL ||NIL |
|Balance Carried to Balance Sheet ||1174.11 ||1144.06 |
During the year under review the company performed well as the net profit of theCompany increased to Rs. 30.05 Lacs when compared with the previous year Net Profit of Rs.13.88 Lacs .
Your Directors do not recommend any dividend for the year under review and has decidedto retain the surplus with the company for furthering the growth of the company.
The entire Net profit of the company for the FY 2019-20 is retained as Surplus. TheCompany has not proposed to transfer any amount to any reserve.
> INFORMATION ON THE BOARD OF DIRECTORS OF THE COMPANY:
COMPOSITION OF THE BOARD OF DIRECTORS AS ON THE DATE OF 31ST MARCH2020 IS MENTIONEDBELOW:
|NAME OF THE DIRECTOR ||DESIGNATION ||CATEGORY |
|Lakshmikanth Inani ||Managing Director ||Executive Director |
|Vishnukanth Inani ||Whole Time Director ||Executive Director |
|Ramakanth Inani ||Director ||Director |
|Anand Rameshchandra Chandak ||Director ||Independent Director |
|Dhanraj Soni ||Director ||Independent Director |
|Rama Kabra ||Director ||Independent Director |
The Company recognized and embraces the important of a diverse board in its success. Webelieve that a truly diverse board will leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage ethnicity race and gender which will help us retain our competitive advantage. .
DETAILS WITH REGARDS TO MEETING OF BOARD OF DIRECTOR OF THE COMPANY:
During the FY 2019-2020 4 Meeting of Board of Director of the Company were held as on31st May 2019 31st July 2019 30th October 2019 and 14th February 2020.
|NAME OF THE DIRECTOR ||BOARD MEETING ATTENDED DURING THE YEAR ||WHETHER LAST AGM ATTENDED |
|Mr.Lakshmikanth Inani ||4 ||YES |
|Mr.Vishnukanth Inani ||2 ||YES |
|Mr.Ramakanth Inani ||2 ||YES |
|Mr.Anand Rameshchandra Chandak ||4. ||NO |
|Mr.Dhanraj Soni ||3 ||YES |
|Mrs.Rama Kabra ||3 ||YES |
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNRETION:
The current policy is to have an appropriate mix of executive non-executive andindependent directors to maintain the independent of the Board and separate its functionsof governance and management. As on 31st July 2020 the Board consists of 6 Members 2 ofwhom are Executive Directors. 3 are Independent Directors and 1 is a Director. The Boardperiodically evaluates the need for change in its composition and size.
Declaration by Independent Directors on Annual Basis:
The Company has received necessary declarations from each Independent Director i.e. Mr.Anand Rameshchandra Chandak Mr. Dhanraj Soni and Mrs. Rama Kabra under Section 149(7) ofthe Companies Act 2013 that he /she meets the criteria of independence laid down insection 149(6) of the Companies Act 2013 and the same are enclosed to this AnnualReport.
RATIO OF REMUNERATION TO EACH DIRECTOR:
Under Section 197 (12) of the Companies Act 2013 and Rule 5 (1)(2) & (3) of thecompanies (Appointment & Remuneration) Rules 2014 a remuneration of Rs600000/- isbeing paid to Mr. Vishnukanth Inani whole time director of the company and a remunerationof Rs.600000/- is being paid to Mr. Lakashmikanth Inani Managing Director of theCompany.
PARTICULARS OF THE EMPLOYEES:
The provision of Section 197 (12) read with the relevant rules is not applicable to theCompany during the year under review.
The Company continues its focus on retention through employee engagement initiativesand provides a holistic environment where employees get opportunities to realize theirpotential.
KEY MANAGERIAL PERSONNEL:
Managing Director or Chief Executive Officer or manager and in their absence aWhole-Time Director
(i) Mr. Lakshmikanth Inani Din (00461829) is the Managing Director of the Company.
(ii) Mr. Vishnukanth Inani Din (00571377) is the Whole Time Director of the Company.
The report on Corporate Governance as stipulated under (listing Obligation andDisclosure Requirement) Regulation 2015 is not appended to this report as it is notapplicable to the Company. Since the paid up Capital of the Company is less then Rs.10Crores and Net worth of the Company is less than Rs.25 Crores Corporate Governance is notapplicable.
AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE:
As required under (Listing Obligations and Disclosure Requirement) Regulation 2015 theAuditor's Certificate on Corporate Governance is not appended to this report as it is notapplicable to the Company.
During the year under review Mr. Lakshmikanth Inani is the Managing Director cumCompliance Officer of the Company Details of Complaints / requests received resolved andpending during the Financial Year 2019-2020.
|DURING THE QUARTER ||RECEIVED ||RESOLVED ||PENDING |
|NIL ||NIL ||NIL ||NIL |
The Compliance department of the Company is responsible for independently ensuring thatthe operating and business units comply with regulatory and internal guidelines. Newinstruction/guidelines issued by the regulatory authorities were disseminated across thecompany to ensure that the business units operate within the boundaries set by theregulators and that compliance risks are suitably monitored and mitigated in course oftheir activities & processes.
|NAME OF THE COMPANY MEMBERS ||DESIGNATION/ CATEGORY ||NO. OF MEETING HELD ||NO. OF MEETING ATTENDED |
|Mr.Anand Rameshchandra Chandak ||Chairman/lndependent Non- Executive Director ||4 ||4 |
|Mrs.Rama Kabra ||Member/ Independent Non- Executive Director ||4 ||3 |
|Mr.Dhanraj Soni ||Member/ Independent Non- Executive Director ||4 ||2 |
> NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of the Board has been constituted to bring onboard the independent approach towards determining the remuneration payable/to be paid tothe Directors and Key Managerial Personnel's of the Company and to formulate policy ofrecruitment of the one level below the Key Managerial Personnel.
The Broad terms of reference of the Nomination and Remuneration Committee are as under:
Recommend to the board the set up and composition of the board and itscommittees. Including the "formulation of the criteria for determiningqualifications positive attributes and independence of a director". The committeewill consider periodically reviewing the composition of the board with the objective ofachieving an optimum balance of size skills independence age gender and experience.
Recommend to the board the appointment of key managerial personnel("KMP" as defined by Act) and executive team members of the Company (as definedby this committee).
Carry out evaluation of every director's performance and support the board andIndependent Director's in evaluation of the performance of the board its committees anIndividual Directors. This shall include" formulation of criteria for evaluationIndependent Director's and the board".
Recommend to the board the remuneration policy for directors executive team orkey managerial personnel as well as the rest of the employees.
On an annual basis recommend to the board the remuneration payable to thedirectors and oversee the remuneration to executive team or key managerial personnel ofthe Company.
Oversee familiarization programmed for directors.
Oversee the human resource philosophy human resource and people strategy andhuman resource practices including those for leadership development rewards andrecognition talent management and succession planning ( specifically for the board keymanagerial personnel and executive team).
Performing such other duties and responsibility as may be consistent with theprovisions of the committee charter.
The Remuneration Committee consists of two independent directors- Mrs. Rama kabra theChairman of the Committee and Mr. Anand Ramesh Chandak and one Director Mr. RamakanthInani as members of the Committee.
The Committee met 1 time during the financial year 2019-2020 on 31/05/2019. Theattendance record of the members at the meeting was as follows:
Currently the Board has three committees: the Audit Committee The Nomination andRemuneration Committee the Stake Holders Relationship Committee. All the committees areappropriately constituted. A detailed note on the Board and its Committees including thedetails on the dates of Committee Meeting is provided below in the Annual Report. TheComposition of the Committees and Compliances as per the applicable provisions of the Actand Rules are as follows:
The Primary purpose of the Audit Committee of the Company as per the provisions ofSection 177 of the Companies Act 2013 is to assist the Board of Directors (the"Board") of M/s. Inani Securities Limited (the "Company") infulfilling its oversight responsibilities with respect to> Overseeing the Company'sFinancial Reporting process and disclosure of Financial information to ensure that theFinancial Statements are correct sufficient and credible;
> reviewing and examination with management the quarterly financial results beforesubmission to the Board;
> reviewing and examination with management the annual financial statements beforesubmission to the Board and the auditor's report there on;
> review management discussion and analysis of the financial condition and result ofoperations;
> scrutiny of inter- corporate loans and investments made by the Company;
> reviewing with management the annual financial statements as well as investmentsmade by the unlisted subsidiary companies;
> reviewing approving or subsequently modifying any related party transactions inaccordance with the
related party transactions policy of the Company; .
> approving the appointment of the Chief Financial Officer after assessing thequalification experience and background etc. of the candidate;
> recommending the appointment remuneration and terms of appointment of StatutoryAuditors of the Company and approval for payment of any other services;
> reviewing and monitoring the auditor's independence and performance andeffectiveness of audit process;
> reviewing management letters/letters of internal control weaknesses issued by theStatutory Auditor's
> discussing with Statutory Auditors before the audit commences on the nature andscope of audit as well as having post-audit discussion to ascertain area of concern ifany;
> reviewing with management Statutory Auditors and Internal Auditor the adequacyof internal control system;
> recommending appointment remuneration and terms of appointment of internalAuditors of the Company;
> reviewing the adequacy of internal audit function and discussing with InternalAuditor's any significant finding and reviewing the progress of corrective action on suchissues;
> evaluating internal financial control and risk management systems;
> valuating the functioning of Whistle Blowing Mechanism;
The Audit Committee consist of the Three Independent Directors Mr. Anand RameshchandraChandak is being designated as the Chairman of the Audit Committee Mrs. Rama Kabra and Mr.Dhanraj Soni as the Members of the Audit Committee. .
The Committee met 4 times during the Financial Year 2019-2020. The attendance record ofthe members at the meeting was as follows:
ii. Non- Executive Directors shall be entitled to sitting fees for attending themeetings of the Board and the Committees there of. The Non- Executive Directors shall alsobe entitled to profit related commission in addition to the sitting fees.
4. Remuneration to other Employees.
Employees shall be assigned grades according to their qualifications and workexperience competencies as well as their roles and responsibilities in the organization.Individual remuneration shall be determined within the appropriate grade and shall bebased on various factors such as job profile skill sets experience and prevailing andremuneration levels for equivalent jobs.
> STAKEHOLDERS RELATIONSHIP COMMITTEE:
i. This Committee is responsible interlaid to specifically look into the redresell ofgrievances of shareholders
debenture holders and other security holders including complaints related to transferof shares nonreceipt of Balance Sheet non- receipt of declared dividends etc.
ii. One meeting of stake holders 'relationship committee was held during the year onMarch 24th 2020.
iii. The composition of 'Stakeholders' Relationship Committee and the details ofmeeting attendance by its members are given below: "
|Name ||Designation/Category ||No. of Meeting Held ||No. of Meeting Attended |
|Mr. Dhanraj Soni ||Chairman/lndependent Non- Executive Director ||1 ||1 |
|Mrs.Rama Kabra ||Member/ Independent Non- Executive Director ||1 ||' 1 |
|Mr.Anand Rameshchandra Chandak ||Member/ Independent Non- Executive Director ||1 ||1 _ |
As per section 149 of the Companies Act 2013 read with clause VII (1) of the scheduleIV and rules made there under the Independent Directors of the Company had a Meeting on24/03/2020 without attendance of NonIndependent Directors and Members of Management. Inthe meeting the following issues were taken up:
(a) Review of the performance of Non-Independent Directors and the Board as a whole.
(b) Review of the performance of the Chairperson of the Company taking into accountthe views of Executive
Directors and Non-Executive Directors; .
(C) Assessing the quality quantity and timeliness of flow of information between thecompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.
The Company has 3 (Three) Non- Independent Directors Namely:
1. Mr. Anand Rameshchandra Chandak
2. Mr. Dhanraj Soni
3. Mrs. Rama Kabra. .
The meeting also reviewed and evaluated the performance of the Board as whole in termsof the following Aspects:
|Name of the Company Members ||Designation / Category ||No. of meeting Held ||No. of meeting Attended |
|Mrs.Rama Kabra ||Chairman/lndependent Non- Executive Director ||1 ||1 |
|Mr.Anand Rameshchandra Chandak ||Member/ Independent Non- Executive Director ||1 ||1 |
|Mr. Ramakanth inani ||Member/ Director ||1 ||1 |
The details of remuneration for the year ended 31st March 2020 to the ExecutiveDirectors are as follows:
|Name ||Designation ||Remuneration |
|Lakshmikanth Inani ||Managing Director ||600000/- |
|Vishnukanth Inani ||Whole Time Director ||600000/- |
The Company has paid sitting fees of Rs.1500/- per meeting of Board and Rs.500/- permeeting of Committee to Non-Executive Directors during the Financial Year 2019-2020. '
REMUNERATION POLICY OF DIRECTORS KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES.
The policy sets out the guiding principles for the Nomination and RemunerationCommittee for recommending to the Board the remuneration of the directors key managerialpersonnel and other employees of the company.
i. Remuneration to Executive Director and key Managerial Personnel.
ii. The Board on the recommendation of the Nomination and Remuneration (NR) Committeeshall review and approve the remuneration payable to the Executive Director of the Companywithin the overall approval by the shareholders.
iii. The Board on the recommendation of the Nomination and Remuneration Committee shallalso review and approve the remuneration payable to key Managerial Personnel of theCompany.
iv. The remuneration structure to the Executive Director and Key Managerial Personnelshall include the following components:
i. Basic pay .
ii. Perquisites and Allowances
iii. Stock options
iv. Commission (Applicable in case of Executive Directors)
v. Retiral benefits
vi. Annual Performances Bonus.
v. The annual plan and objectives for Executive Committee shall be reviewed by the NRCommittee and annual performance bonus will be approved by committee based on theachievement against the annual plan and objectives. .
3. Remuneration to Non - Executive Director.
i. The Board on the recommendation of the NR Committee shall review and approve theremuneration payable to the Non- Executive Directors of the Company within the overalllimits approved by the shareholders as per provisions of the Companies Act 2013.
(i) The Auditor's report does not contain any qualifications reservations or adverseremarks by the Secretarial
Auditor's in the Secretarial Audit Report.
(ii) The Secretarial Audit Report does not contain any qualification reservations oradverse remarks.
Internal Financial Control:
The Board has adopted the policies and procedures for orderly and efficient conduct ofits business including adherence to Company's Polices the safe guarding of its assetsthe prevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial disclosures.
In terms of the requirement of the Act the Company has developed and implemented theRisk Management Policy and the Board of Directors of the company reviews the sameperiodically. The company's risk management approach comprises governance of riskidentification of risk and assessment of control of risk. The risk has been prioritizedthrough a companywide exercise. Members of Senior Management have undertaken the ownershipand working on mitigating the same through co-ordination among the various departmentsinsurance coverage security policy and personal accident coverage for lives of allemployees. At present the company has not identified any element of risk which maythreaten the existence of the Company.
The Company has established a mechanism for Directors and employees to report theirconcerns relating to fraud malpractice or any other activity or event which is againstthe interest of the Company. The same has been disclosed in this Annual Report under theheading Whistle Blower Policy which forms parts of the Director's Report.
Statement on Material Subsidiary:
The Company currently does not have any Material Subsidiary.
Corporate Social Responsibility;
The company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provision of section 135 of the Company Act 2013 are not applicable tothe company.
Particulars on conservation of energy research and development technology absorptionand foreign exchange earnings and outgo:
Conservation of energy continues to receive increased emphasis and steps are beingtaken into any foreign exchange and outgo and as a result there is no foreign exchangemoney used or earned in the financial year 2019-2020. '
" > Preparedness for Board/Committee meetings.
> Attendance at the Board/Committee meetings.
> Guidance on Corporate Strategy risk policy Corporate Performance and Overseeingacquisitions and disinvestments.
> Monitoring the effectiveness of the company's governance practices.
> Ensuring a transparent board nomination process with diversity of experienceknowledge perspective
in the Board.
Ensuring the integrity of the Company's accounting and financial reporting systemsincluding the independent audit and that appropriate system of control are in place inparticular system for financial and operating control and compliance with the law andrelevant standards.
The equity shares of M/s. Inani Securities Limited (Scrip Code: 531672) are listed atBSE Platform. The Company has paid the Listing Fees to the Exchange for the year2019-2020.
Capital / Finance:
During the year the company did not allot any shares to its shareholders. As on 31stMarch 2020 the issued subscribed and paid up share capital of the company stood atRs.45 577000/- comprising 45 57700 equity shares of Rs.l0/-.each.
Nature of Business: .
There has been no change in the nature of Business of the Company.
At the AGM held on 28th September 2017 the Members approved appointment of M/s.Jeedigunta & Co. Chartered Accountants Firm Registration No. 001322S as StatutoryAuditors of the Company to hold office for a period of Five Years from the conclusion ofthat AGM subject to ratification of their appointment by Members at every AGM if sorequired under the Act. The requirement to place the matter relating to auditors forratification by Members at every AGM has been done away by the Companies (Amendment) Act2017 with effect from May 7 2018. Accordingly no resolution is being proposed forratification of statutory auditors at ensuing AGM and a notice in respect of the same hasbeen included in the Notice for this AGM. The Auditors report for FY 2019-2020 does notcontain any qualification reservation adversary mark or disclaimer.
The Company has received a certificate from the Statutory Auditors to the effect thattheir appointment if made shall be in compliance with the provisions of section 139 and141 of the Companies Act 2013.
M/s. Loya & Associates Company Secretary in practice was appointed to conduct theSecretarial Audit of the Company for the FY. 2019-2020 as required under the Section 204of the Companies Act 2013 and Rules there under. The Secretarial Audit Report for the FY2019-2020 is appended as Annexure II to this report.
Comments of the Board on the qualification/ reservation/ adverse remarks/ disclosuremade by the Statutory Auditors in the Secretarial Audit Report. J _
WHISTLE BLOWER POLICY:
The Board of Directors of Company has adopted the Whistle Blower Policy. Employees canreport to the Managements concerned unethical behavior act or suspected fraud orviolation of the Company's Code of conduct Policy no employee has been denied access tothe Audit Committee.
CODE OF CONDUCT:
In pursuance of the Securities and Exchange Board of India (prohibition of InsiderTrading) Regulation 2011 the Board has approved the Code of conduct for prevention ofInsider Trading and authorized the Audit Committee to implement and monitor the variousrequirement as set out in code.
Your Directors wish to place on record their appreciation for the contribution made bythe employees at all levels but for whose hard work and support your company'sachievements would not have been possible. Your Directors also wish to thanks itscustomers agents investors and bankers for their continued support and faith reposed inthe company.
|BY ORDER OF THE BOARD OF DIRECTOR FOR |
|INANI SECURITIES LIMITED |
| ||SD/- ||SD/- |
| ||LAKSHMIKANTH INANI ||VISHNUKANTH INANI |
|DATE: 31-07-2020 ||(DIN: 00461829) ||(DIN: 00571377) |
|PLACE: HYDERABAD ||MANAGING DIRECTOR ||WHOLE TIME DIRECTOR |