You are here » Home » Companies » Company Overview » Lohia Securities Ltd

Lohia Securities Ltd.

BSE: 590082 Sector: Financials
NSE: N.A. ISIN Code: INE803B01017
BSE 12:06 | 08 Dec 175.70 5.70
(3.35%)
OPEN

188.00

HIGH

188.00

LOW

156.15

NSE 05:30 | 01 Jan Lohia Securities Ltd
OPEN 188.00
PREVIOUS CLOSE 170.00
VOLUME 195
52-Week high 235.65
52-Week low 105.15
P/E 3.37
Mkt Cap.(Rs cr) 88
Buy Price 163.90
Buy Qty 25.00
Sell Price 175.70
Sell Qty 10.00
OPEN 188.00
CLOSE 170.00
VOLUME 195
52-Week high 235.65
52-Week low 105.15
P/E 3.37
Mkt Cap.(Rs cr) 88
Buy Price 163.90
Buy Qty 25.00
Sell Price 175.70
Sell Qty 10.00

Lohia Securities Ltd. (LOHIASECURITIES) - Director Report

Company director report

<dhhead>DIRECTORS' REPORT</dhhead>

Dear Shareholders

Your Directors are pleased to present the Twenty-eight (28th)Annual Report on the business and operations of the Company alongwith the standalone andConsolidated Audited Financial Statements of the Company for the financial year ended on31st March 2022.

Corporate Overview and General Information:

Your Company is engaged in the business of stock broking and depositoryparticipant. The Company has membership of National Stock Exchange of India Limited (NSE)BSE Ltd. Metropolitan Stock Exchange of India Ltd. (MSEI) Calcutta Stock ExchangeLimited. It is a depository participant of National Securities Depository Limited (NSDL).Your Company is an active participant in cash market equity derivative currencyderivative and Interest rate future and debt market through NSE; cash market equityderivative currency derivative and Interest rate future and debt market through BSE; andcurrency derivative and Interest rate future through MSEI. Your Company has alsomembership of commodity derivative segment of NSE and BSE

Financial Results: Standalone and consolidated:

The financial statements of the Company have been prepared inaccordance with the Indian Accounting Standards (Ind AS) notified under section 133 of theCompanies Act 2013 read with Rule 7 of the Companies Accounts) Rules 2014.

The standalone and consolidated financial performance of the Companyfor the financial year ended on March 31. 2022 are summarized below:

Particulars

Standalone

Consolidated

FY 2021-22

FY 2020-21

FY 2021-22

FY2020-21

Revenue from Operations

29934.84

13191.00

29995.16

13291.79

Other Income

9.64

0.02

9.96

0.13

Total Revenue

29944.48

13191.02

30005.12

13291.92

Expenditure

27478.28

12093.25

27526.84

12153.39

Profit/ Loss before Tax

2466.20

1097.77

2478.28

1138.53

Provision for Tax:
Current Tax

615.43

256.42

625.67

269.55

Deferred Tax

10.86

-1.33

13.18

-0.35

Profit/ Loss after Tax

1839.91

842.68

1839.43

869.33

Share of Profit/ Loss from Associate Company

-

-

3.40

0.57

Other Comprehensive Income/ Loss

-4.91

5.55

20.41

4.93

Total Comprehensive Income for the year

1835.00

848.23

1863.24

874.83

Earnings per equity shares
1. Basic

36.92

16.91

38.57

18.21

2. Diluted

36.92

16.91

38.57

18.21

 

I. Consolidated Results

The total income of the Company during the FY 2021-22 on a consolidatedbasis was '30005.12 lakh reflecting an increase of '16713.20 lakh (up by 125.74%) overprevious financial year. However the total expenses for the year were higher by'15373.45 lakh (up by 126.50%) at '27526.84 lakh.

During the financial year the income was higher mainly due to increasein income from sale of products (up by 151.51%); Net gain on Fair Value changes (71.58%)Fees and Commission income (up by 13.67%) Interest Income (up by 23.97%) and otheroperating income (up by 105.04%). There was decrease of dividend income (down by 96.63%).

Increase in expenses are mainly due to increase in purchase of stock intrade (up by 154.38%) changes in inventories (up by 331.91%) Employee Benefit expenses(up by 41.90%) other expenses (up by 27.87%) and increase in Finance cost (up by 41.92%)

The net profit after tax from total operation was higher by '433.98lakh (up by 99.42%) to '869.33 lakh as against '435.92 lakh in the previous financialyear.

II. Standalone results

The total income of the Company during the FY 2021-22 on a standalonebasis was'29944.48 lakh reflecting an increase of '16753.46 lakh (up by 127.01%) overprevious financial year. The total expenses for the year were higher by '15385.03 lakh(up by 127.22%) at '27478.28 lakh.

During the financial year the income was higher mainly due to increasein Sale of Products (up by 151.61%); Net gain on Fair Value (up by 74.94%) Fees andCommission (up by 13.70%) and increase in Interest Income (up by 24.52%) and othersoperating profits (up by 105.84%) and other income (up by 48100%). There was decrease individend income by 96.63%.

Increase in expenses are mainly due to increase in purchase of stock intrade (up by 154.38%) Employee Benefit expenses (up by 41.98%) Other expenses (up by28.43%) Change in Inventories (increase by 326.50%) depreciation and amortization (up by28.07%) Finance costs (up by 50.78%) Impairment of financial Instruments (up by 138.29%).

The net profit after tax was higher by '997.23 lakh (up by 118.34%) to'1839.91 lakh as against '842.68 lakh in the previous financial year.

Indian Accounting Standards

Pursuant to the notification dated February 16 2015 issued by theMinistry of Corporate Affairs the Company has adopted the Indian Accounting Standards("Ind AS") notified under the Companies (Indian Accounting Standard) Rules2015. Accordingly the Financial Statements have been prepared in compliance with Ind AS.Consequently the subsidiary associate and joint venture companies also have adopted IndAS (irrespective of their net worth).

Impact of Covid-19

The outbreak of COVID-19 pandemic continued during FY 2021-22 with thesecond wave and third wave during the financial year under review.

The Company continued its operations under its respective Businesscontinuity Plans (BCP) and implemented a business normalization plan thereby mitigatingthe business impact. While following the COVID-19 protocol as mandated by the Governmentthe Company gave utmost importance to the health and well being of its employees andcontinued the operations serving clients at all locations.

Vaccination was identified as a key component in the fight againstCOVID-19 pandemic. To safeguard the health of the employees and their families thecompany also embarked on a vaccination drive for them and extended complete care andassistance at all level during the pandemic time.

The Company has taken conscious decision for uninterrupted operationsand ensuring working environment during lockdown period. To ensure this critical staffshave been asked to report to work at their locations. The Company has also made necessaryarrangements to ensure that staffs are safe and comfortable at work. Your Companyorganized a vaccination camp for Covidshield at other site.

Dividend

Dividend will be payable subject to approval of members at the ensuingAnnual General Meeting and deduction of tax at source to those Shareholders whose namesappear in the Register of Members as on the Book Closure Date. The Board of the Companyin its meeting held on May 28 2022 has recommended a final dividend of '0.20/- perequity share of the face value of '10/- each fully paid up for the financial year endedMarch 31 2022 subject to the approval of the Shareholders at the Annual General Meeting("AGM").

Your Board has determined the dividend payout on available financialresources investment requirements and

taking into account optimal shareholder return. The final dividend ifapproved would result in a cash outflow of approximately '9.96 Lakh. The total dividendon equity shares for FY 2021-22 would aggregate to '9.96 Lakh resulting in a payout of0.54% of the standalone profits of the Company.

In view of the changes made under the Income-Tax Act 1961 by theFinance Act 2020 dividends paid or distributed by the Company shall be taxable in thehands of the Shareholders. The Company shall accordingly make the payment of the FinalDividend after deduction of tax at source. For more clarity on deduction of tax pleaserefer para on 'Tax Deducted at Source ("TDS") on Dividend' as mentioned in thenotes to the Notice of Twenty-eighth Annual General Meeting.

Dividend Distribution Policy: In pursuance of Regulation 43A of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the top 1000listed entities as per market capitalization calculated as on 31st March of everyfinancial year are required to formulate a dividend distribution policy. Your Company donot qualify among top 1000 listed entities as per market capitalization and therefore hasnot formulated Dividend Distribution Policy which lays down principles to be consideredwhile declaring and payment of dividend.

Transfer to Reserves

During the year under review there was no transfer to General Reserve(Previous year ' Nil).

Employee Stock Option Scheme

No shares have been issued under the Employee Stock Option Scheme 2011during the FY 2021-22.

Share Capital

As at 31st March 2022 the authorized share capital of the Company is'750 lakhs comprising of 75 lakh equity shares of '10 each. The paid up Equity ShareCapital as on 31st March 2022 was '498.30 lakh dividend into 4983000 Equity Shares of'10 each There has not been any change in the Equity Share Capital of the Company duringthe financial year ended 31st March 2022.

a. Buy Back of Securities:

Company has not bought back any of its securities during the year underreview.

b. Sweat Equity Shares:

Company has not issued any Sweat Equity Shares during the year underreview.

c. Bonus Shares:

Company has not issued any bonus shares during the year under review.

d. Employees Stock Option Plan:

The Company has not provided any stock option scheme to the employees.

e. Fresh Issue of Shares:

During the year under review Company has not issued and allotted anyfresh shares Management Discussion and Analysis Report

In terms of requirements of Regulation 34 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (SEBI LODR) a ManagementDiscussion and Analysis Report is attached as Annexure - B forming part of this Report.

Report on Corporate Governance

In terms of requirements of Regulation 34 of the SEBI LODR a Report onCorporate Governance together with Auditors' Certificate regarding compliance ofConditions of Corporate Governance is attached as Annexure - E forming part of thisReport.

Consolidated Financial Statement

In accordance with Section 136 of the Companies Act 2013 andRegulation 34 of the Listing Regulations read with other applicable provisions yourDirectors have attached the Consolidated Financial Statements of the Company

for the financial year ended March 31 2022 prepared in accordancewith applicable Ind AS which form a part of the Annual Report. The financial statementsincluding consolidated financial statements and the audited accounts of the subsidiary areavailable on the Company's website http://www.lohiasecurities.com.

Accordingly a statement in Form AOC-1 (Annexure-A ) is attached to theFinancial Statements of the Company for your information.

Performance Subsidiary and Associates:

During the financial year under review your company has four 100%subsidiaries. Details of their business and operations are given below:-

Trade City Securities Private Limited has a Trading Membership of NSEin Capital and F&O Segment and Trading Membership of BSE in Capital and F&OSegment. It reported a net loss of '4.88 lakhs compared to previous year's net loss of'5.41 lakhs. Revenue from operation was '1.35 lakh compared to last year's '1.64 lakhsmainly from Interest on deposits from bank and others. The loss is because of payment ofinterest to borrowers.

Trade City Commodities Private Limited is a member of NCDEX and MCX andis engaged in commodity trading and is registered with SEBI. The Company had a net profitof '11.06 lakh against last year's Net profit of '39.90 lakhs. Revenue from operation was'42.43 lakh compared to last year's '81.78 lakh. It is mainly Gains from CommoditiesDerivative Transactions and Interest on deposits.

Trade City Real Estate Private Limited is engaged in property and realestate business. It is also investing surplus moneys in shares and securities. The Companyhas suffered net loss of '17.79 lakhs compared to net loss of '17.29 lakhs of last year.The Company has paid Interest of '16.39 lakh compared to '15.29 lakh of last year. Duringthe year depreciation booked was '9.32 lakh compared to last year's '9.41 lakhs. Revenuefrom operation was derived mainly from rent of '8.64 lakh in both the years.

Trade City Barter Private Limited is a non-banking finance company andis engaged in investment and financing activities. The Company has a net profit of '16.60lakhs compared to last year's net profit of '9.92 lakh. Revenue from operations weremainly from interest income on unsecured loans Interest on margin deposits and dividendincome.

Daadi Stock Broking Private Limited is mainly engage in the business ofselling and investment in securities. It is an associate company of Lohia Securities Ltd.in which Lohia Securities Ltd. is itself holding 24.76% of issued capital. One of Itswholly owned subsidiaries is also holding 19.04% of the paid-up share capital of DaadiStock Broking Pvt. Ltd. During the year under review the Company has a net profit of '7.75lakh (last year '2.79 lakh). From sale of securities and commission received company hasincome from operation. It had other income from Interest on Unsecured loan on fixeddeposit and dividend income from investments.

In accordance with Section 129(3) of the Companies Act 2013 andRegulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the consolidated financial statements of the Company and all its subsidiarycompanies have been prepared and duly audited by the auditors and form part of the AnnualReport. Statement containing salient features of the financial statements of thesubsidiaries is given in Form AOC- 1 and note 46 of the Consolidated financial statementsand forms part of this report as Annexure-A

The Company will make available the Annual Accounts of the Subsidiarycompanies and the related detailed information to any member of the Company who may beinterested in obtaining the same. The annual accounts of the subsidiary companies willalso be kept open for inspection at the Registered Office of the Company and that of therespective subsidiary companies. The Consolidated Financial Statements presented by theCompany include the financial results of the subsidiary companies.

Material Subsidiary

In accordance with the Regulation 16 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ('Listing Regulations') the unlistedsubsidiaries of this Company are not material subsidiaries. The Company has formulated apolicy for determining material subsidiary. The policy can be accessed at the Company'swebsite at http://www.lohiasecurities.com

Merger of Wholly owned Subsidiaries

The Board of Directors of your Company at its Meeting held on 1stOctober 2021 subject to requisite approvals/ consents approved the Scheme of Merger byAbsorption of Trade City Commodities Private Limited Trade City Real Estate PrivateLimited and Trade City Securities Private Limited all wholly owned subsidiary of theCompany with the Company and their respective shareholders ("Scheme") under theprovisions of sections 230 to 232 of the Companies Act 2013. The petition foramalgamation is under consideration before the National Company Law Tribunal Kolkatabench. The appointed date of merger is April 1 2021.

Corporate Social Responsibility

The Company's CSR Policy statement and annual report on the CSRactivities undertaken during the financial year ended 31st March 2022 in accordance withsection 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules2014 ("CSR Rules") is set out in Annexure I to this Report.

Business Responsibility Report

The provisions of Regulation 34 of the Listing Regulations requireevery company ranked under top 1000 listed entities of India as per market capitalisationto prepare and annex a business responsibility report to the annual report of the Company.

Accordingly the requirement of business responsibility reporting hasnot become applicable on the Company on the basis of its not ranking among the top 1000listed companies in India as per the market capitalisation issued by BSE as on 31st March2022.

Secretarial Standards

The applicable Secretarial Standards i.e. SS-1 and SS-2 relating to'Meetings of the Board of Directors' and 'General Meetings' respectively have been dulyfollowed by the Company.

Directors' Responsibility Statement

In accordance with the provisions of Section 134(5) of the CompaniesAct 2013 the Board hereby submits its responsibility Statement: :

(i) that in the preparation of the annual accounts for the year endedMarch 31 2022 the applicable accounting standards have been followed and there are nomaterial departure;

(ii) that the Directors have selected such accounting policies andapplied them consistently and made judgements and estimates that were reasonable andprudent so as to give a true and fair view of the state of affairs of the Company at theend of the financial year and of the profit and loss of the Company for the year underreview;

(iii) that the Directors have taken proper and sufficient care 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;

(iv) that the Directors have prepared the annual accounts on a goingconcern basis and the directors had laid down internal financial controls to be followedby the Company and that such internal financial controls are adequate and were operatingeffectively.;

(v) the Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

Based on the framework of internal financial controls and compliancesystems established and maintained by the Company the work performed by the internalstatutory and secretarial auditors including the audit of internal financial controlsover financial reporting by the statutory auditors and the reviews performed by managementand the relevant board committees including the audit committee the Board is of theopinion that the Company's internal financial controls were adequate and effective duringFY 2021-22.

Directors

(a) Appointment of Directors

Members of the Company at 27th Annual General Meeting held on 18thSeptember 2021 approved reappointment of Mr. Sudheer Kumar Jain (DIN: 00075103) asDirector liable to retire by rotation.

(b) Retirement by rotation

In accordance with the provision of Section 152 of the Companies Act2013 Rules framed thereunder and Articles of Association of your Company Mr. Hari KishanLohia and Mr. Rajesh Kumar Bajaj Whole-time Directors of the Company are due to retire byrotation at the ensuing Annual General Meeting and being eligible offers themselves forre-appointment. The Board of Directors on the recommendation of the Nomination andRemuneration Committee has recommended their re-appointment. In terms of Section 102 ofthe Companies Act 2013

(c) Reappointment of Mr. Ashish Kumar Gupta as an Independent Directorsof the Company

The first term of appointment of Mr. Ashish Kumar Gupta as anIndependent Director will expire on September 22 2022.

Board of Directors of the Company based on the recommendation ofNomination and Remuneration Committee and subject to the approval of the members at the28th Annual General Meeting by way of Special Resolution has proposed the re-appointmentof Mr. Ashish Kumar Gupta as the Non-Executive Independent Director of the Company for thesecond term of five (5) consecutive years on the Board of the Company starting from 23rdSeptember 2022 till 22nd September 2027.

Regulation 36 of the SEBI (Listing Obligation and DisclosureRequirements) regulations 2015 and Secretarial Standards on General Meeting (SS-2) issuedby the Institute of Company Secretaries of India brief profiles of Mr. Hari Kishan LohiaMr. Rajesh Kumar Bajaj and Mr. Ashish Kumar Gupta have been annexed to the Noticeconvening 28th Annual General Meeting of the members of the Company and the same form anintegral part of this Annual Report.

Board Evaluation

The evolution framework for assessing the performance of the Directorsof the Company comprises of contributions at the meeting(s) and strategic prospective orinputs regarding the growth and performance of the Company amongst others.

Pursuant to the provisions of the Companies Act 2013 and rules madethereunder and as provided under Schedule IV of the Act and Listing Regulations the Boardhas carried out an annual performance evaluation of its own performance all thecommittees of the Board and the directors individually including chairman and Whole-timeDirectors and Independent Directors in accordance with the criteria of evaluation approvedby the Nomination and Remuneration Committee.

Board of the Company was satisfied with the functioning of the Boardand its Committees. The Committees are functioning well and besides covering theCommittees' terms of reference as mandated by law important issues ate brought up anddiscussed in the Committee meetings. The Board was also satisfied with the contribution ofDirectors in their individual capacities.

Board Meetings and Annual General Meeting

Eight Meetings of the Board of Directors were held during the year. Theparticulars of the meetings held and attended by each Director are detailed in theCorporate Governance Report which forms part of the Board's Report. The maximum intervalbetween any two meetings did not exceed 120 days as prescribed by the Companies Act2013. The 27th Annual General Meeting (AGM) of the Company was held on 18th September2021 through Video Conferencing/Other Audio Visual Means.

Committees of the Board

As required under the provisions of the Companies Act 2013 and theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as on March 312022 the Board has following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Independent Directors Committee

During the year all recommendations made by the committees wereapproved by the Board. A detailed note on the composition of the Board and its committeesincluding its terms of reference is provided in the Corporate Governance Report. TheComposition and terms of reference of all the Committees of the Board of Directors of theCompany is in line with the provisions of the Act and the Listing Regulations.

Key Managerial Personnel (KMP)

The Company is having the following Key Managerial Personnel during theyear Mr. Hari Kishan Lohia Whole-time Director (Retail Trade)

Mr. Mahesh Kumar Baja Whole-time Director (Arbitrage)

Mr. Rajesh Kumar Bajaj Whole-time Director (Research)

Mr. Sudheer Kumar Jain Whole-time Director Mr. Sujit Kumar Sharma CFOMr. Narendra Kumar Rai Company Secretary Loans Guarantees or Investments

Details of Loans Guarantees and Investments covered under theprovisions of Section 186(4) of the Companies Act 2013 are provided in the Notes toFinancial Statements.

Vigil Mechanism/Whistle Blower Policy

The Company has a Whistle Blower Policy to report genuine concerns orgrievances. The Whistle Blower Policy has been posted on the website of the Companyhttp://www.lohiasecurities.com.

Remuneration of Directors Key Managerial Personnel and SeniorManagement

The remuneration paid to Directors Key Managerial Personnel and SeniorManagement is in accordance with the Nomination and Remuneration Policy formulated inaccordance with Section 178 of the Act and Regulation 19 read with Schedule II of theListing Regulations. Further details on the same are given in the Corporate GovernanceReport which forms part of this Annual Report. The information required under Section 197of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 in respect of directors and employees of the Company is set out in Annexures Eand G to this Report.

Related Party Transactions

All Related Party Transactions entered during the year were in theordinary course of business and on arm's length basis. During the year under review yourCompany had not entered into any Material Related Party Transactions i.e. transactionsexceeding ten percent of the annual consolidated turnover as per the last auditedfinancial statements.

The confirmation that there are Nil Material Related PartyTransactions as required under section 134(3)(h) of the Companies Act 2013 is given inForm AOC-2 as Annexure G which forms part of this Annual Report.

The Policy on Materiality of and Dealing with Related PartyTransactions as approved by the Board is uploaded on the Company's website and can beaccessed in the Governance section at the Web- link: www.lohiasecurities. com

Risk Management Policy and Internal Financial Control

The Company has a risk management policy the objective of which is tolay down a structured framework for identifying potential threats to the organisation on aregular basis assessing likelihood of their occurrence designate risk owners tocontinually evaluate the emergent risks and plan measures to mitigate the impact on theCompany to the extent possible. The framework and the system are reviewed from time totime to enhance their usefulness and effectiveness. The policy recognizes that all risksin the business cannot be eliminated but these could be controlled or minimised througheffective mitigation measures effective internal controls and by defining risk limits.

A comprehensive Risk Management Framework has been put in place foreach of the businesses segments of the Company which is stringently followed for themanagement of risks including categorization thereof based on their impact on theorganization. Such categorization gives highest weightage to the risks which have thepotential to threaten the existence of the Company. The risks with higher severity receivemore attention and management time and it is the endeavour of the Company to strengtheninternal controls and other mitigation measures on a continuous basis to improve the riskprofile of the Company.

Risk Management System has been integrated with the requirements ofinternal controls as referred to in Section 134(5)(e) of the Companies Act 2013 to evolverisk related controls.

Change in nature of Business:

During the financial year under review there has been no change in thenature of business of the Company. Deposits

The Company has neither accepted nor renewed any deposits during theyear under review to which the provisions of the Companies (Acceptance of Deposits) Rules2014 applies. No deposit has remained unpaid or unclaimed at the end of the year underreview.

Going Concern Status

No significant and material orders have been passed by the Regulatorsor Courts or Tribunals impacting the going concern status of the Company and its operationin the future.

Material Changes and Commitments

There has not been any material change and commitment affecting thefinancial position of the Company occurred between the end of the Financial Year 2021-22and the date of the Report.

Compliance System

Based on quarterly reports on the status of statutory compliance fromDepartmental Heads/ Responsibility Centres the Company Secretary issues Certificate underSection 205 of the Companies Act 2013 (Act) and Rules made thereunder. The Certificate isalso endorsed by the Wholetime Director of the Company and placed before the AuditCommittee and Board of Directors for review.

The status of Statutory Compliance is verified by the Internal Auditorsand Secretarial Auditors pursuant to Sections 138 and 204 of the Companies Act 2013 aswell as Annual Secretarial Compliance Report pursuant to Reg. 24A of Listing Regulations.

Annual Return

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014 acopy of the annual return is placed on the website of the Company and can be accessed atwww.lohiasecurities.com .

AUDITORS

STATUTORY AUDITORS & THEIR REPORT

As approved by the Shareholders at the 27th Annual General Meeting(AGM) of the Company held on 18th September 2021 Messrs Ranjit Jain & Co. CharteredAccountants (ICAI Firm Registration Number E322505E)

the retiring Auditors will complete their one year tenure as StatutoryAuditors of the Company on the conclusion of the 28th AGM of the Company.

The Board of Directors of the Company at its Meeting held on 11thAugust 2022 on the recommendation of the Audit Committee have made its recommendationto the Members for appointment of Messrs Patni & Co. Chartered Accountants (FirmRegistration Number 320304E) who have given a written consent to act as StatutoryAuditors of your Company and have also confirmed that the said appointment would be inconformity with the provisions of sections 139 and 141 of the Companies Act 2013 readwith the Companies (Audit and Auditors) Rules 2014 to hold office for a first term of 5(five) consecutive years from the conclusion of the ensuing AGM until the conclusion ofthe 33rd AGM of the Company to be held in the year 2027.

The Members are requested to appoint Messrs Patni & Co. asStatutory Auditors of the Company at the ensuing Annual General Meeting for a first termof 5 (five) consecutive years from the conclusion of the ensuing Annual General Meetingtill the conclusion of the 33rd Annual General Meeting and fix their remuneration.

Internal Auditors:

Company has in place an adequate internal audit framework to monitorthe efficacy of internal audit framework to monitor the efficacy of internal controls withthe objective of providing to the Audit Committee and the Board of Directors onindependent and reasonable assurance on the adequacy and effectiveness of theorganisation's risk management internal control and governance processes. The frameworkis commensurate with the nature of the business size scale and complexity of itsoperations with a risk based internal audit approach.

For the financial year 2021-22 the Company appointed M/s. V. Goyal& Associates Chartered Accountants as the Internal Auditors for conducting internalaudit of systems and processes providing of observations and recommendations tostrengthen the internal control framework and advise on internal control process gaps ofthe Company. Company has reappointed M/s. V. Goyal & Associates as the InternalAuditors for conducting Internal audit of the Company for the financial year 2022-23.

Secretarial Audit:

In terms of Section 204 of the Act read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 (as amended) yourBoard at its meeting held on June 29 2021 appointed Ms. Poonam Binani (ICSI MembershipNo. FCS 3381 and C. P. No. 12552) Company Secretaries as the Secretarial Auditors ofyour Company to conduct the Secretarial Audit for the financial year 2021-22 and tosubmit Secretarial Audit Report. Since she was not peer-reviewed; the secretarial auditfor the year 2021-22 was conducted by M/s. K Arun & Co. Practing Company Secretary.

The Secretarial Audit Report as received from M/s. K. Arun & Co. inthe prescribed Form No. MR - 3 is annexed to this Board's Report and marked as Annexure -C and does not contain any qualification reservation adverse remark or disclaimer.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the Financial Year 2021-22 forall applicable compliances as per SEBI Regulations and Circulars/Guidelines issuedthereunder. The Annual Secretarial Compliance Report duly signed by M/s. K Arun & Co.has been submitted to the Stock Exchanges and is annexed at Annexure D to this Board'sReport.

Secretarial Audit of Material Unlisted Indian Subsidiary

There is no Material Unlisted Indian Subsidiary of the Company as on31st March 2022 and as such the requirement under Regulation 24A of the ListingRegulations regarding the Secretarial Audit of Material Unlisted Indian Subsidiary is notapplicable to the Company for the Financial Year 2021-22.

Cost Audit

The maintenance of cost records and conducting of cost audit inaccordance with the provisions of section 148(1)

of the Companies Act 2013 are not applicable as the Company is notinvolved in the business of production or manufacturing of goods or providing of servicesas is mentioned under Rule 3 of Companies (Cost Records and Audit) Rules 2014.

Board's Response on Auditors' Qualification Reservation or AdverseRemark or Disclaimer Made

There are no qualifications reservations or adverse remarks made bythe Statutory Auditors in their report or by the Practicing Company Secretary in theirSecretarial Audit for FY 2021-22.

Reporting of Frauds by Auditors

During the year neither the statutory auditors nor the secretarialauditor have reported to the Audit Committee under section 143(12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeeswhich has to be reported in the Annual Report.

Significant and Material Orders Passed by the Courts/ Regulators

During the year under review there were no significant material orderspassed by the Regulators / Courts and no litigation was outstanding as on March 31 2022which would impact the going concern status and future operations of your Company. Thedetails of litigation on tax matters are disclosed in the Auditor's Report and FinancialStatements which form part of this Annual Report. During the year under review noCorporate Insolvency Resolution application was made or proceeding was initiated by /against Lohia Securities Limited under the provisions of the Insolvency and BankruptcyCode 2016 (as amended). Further no application / proceeding by / against LohiaSecurities Limited under the provisions of the Insolvency and Bankruptcy Code 2016 (asamended) is pending as on March 31 2022.

Disclosure under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013

The Company has a Prevention of Sexual Harassment Policy in line withthe requirements of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. During the period under review no complaint was received by theInternal Complaint Committee.

Conservation of Energy and Technology Absorption

Since the Company does not own any manufacturing facility the otherparticulars relating to conservation of energy and technology absorption stipulated in theCompanies (Accounts) Rules 2014 are not applicable.

Foreign Exchange Earning and Outgo

Your Company has not earned any foreign exchange during the year underreview (Previous year - 'Nil). The Company has not incurred any expenses in foreigncurrency (last year-'Nil) during the financial year.

Risk Management

The Company as an Intermediary (Stock Broker and DepositoryParticipant) is registered with the Securities and Exchange Board of India (SEBI) and isrequired to comply with the prescribed risk management measures. Accordingly thequarterly status of various risks being faced by the Company and measures for mitigationthereof are placed before the Audit Committee and Board of Directors of the Company forreview and appropriate measures. Further details about the pertinent risks are containedin the statement of Management Discussion and Analysis (Annexure B).

Particulars of Employees

The ratio of the remuneration of each Director to the median employee'sremuneration and other particulars or details of employees pursuant to Section 197(12) ofthe Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are attached to this Report as Annexure F None of theemployees of the Company is in receipt of remuneration coming under purview of the saidSection/ Rule.

A Statement comprising of top 10 employees in terms of remunerationdrawn is annexed Annexure H. The said Annexure is not being sent along with this AnnualReport to the Members of the Company in line with the provisions of Section 136 of theAct. Members who are interested in obtaining these particulars may write to the CompanySecretary at the Registered Office of the Company.

Key Financial Ratio

Key financial Ratios for the financial year ended March 31 2022 areprovided in the Management Discussion and Analysis Report.

Acknowledgement

The Board takes this opportunity in expressing their gratitude andappreciation to the various Government Authorities Company's stakeholders' bankersbusiness associates consultants for their continued support extended to the Company. TheBoard also acknowledges the continuous support received from its shareholders valuedclients suppliers and employees of the Company

On behalf of the Board of Directors

Mahesh Kumar Bajaj

Sudheer Kumar Jain

Place : Kolkata

Whole-time Director (Arbitrage)

Whole-time Director

Date : 11th August 2022

DIN: 00080157

DIN: 00075103

 

.