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Modern Shares & Stockbrokers Ltd.

BSE: 509760 Sector: Financials
NSE: N.A. ISIN Code: INE370A01019
BSE 00:00 | 04 Oct 15.09 0
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15.09

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15.09

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15.09

NSE 05:30 | 01 Jan Modern Shares & Stockbrokers Ltd
OPEN 15.09
PREVIOUS CLOSE 15.09
VOLUME 10
52-Week high 22.95
52-Week low 11.20
P/E 26.47
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 15.09
CLOSE 15.09
VOLUME 10
52-Week high 22.95
52-Week low 11.20
P/E 26.47
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Modern Shares & Stockbrokers Ltd. (MODERNSHARES) - Director Report

Company director report

TO THE MEMBERS OF MODERN SHARES AND STOCKBROKERS LIMITED

(CIN: L45200MH1939PLC002958)

The Directors take pleasure in presenting the Eighty- Second Annual Reporttogether with the audited financial statements for the year ended March 312021.

1. FINANCIAL RESULTS

31/03/2021 (Rs.) 31/03/2020 (Rs.)
Revenue from Operations 19223274 15335305
Other Income 6648233 7394712
Total Income 25871507 22730017
Operating Expenditure 25156931 25767086
Depreciation 385817 932337
Total Expenses 25542748 26699423
Profit/ (Loss) Before Exceptional Items And Taxation 328759 (3969406)
Tax Expense (1666) (63621)
Profit/ (Loss) After Tax Attributed to Shareholders of the Company 327093 (4033027)
Opening Balance of retained earnings 47428998 51305213
Closing Balance of retained earnings 47756091 47428998

2. BUSINESS ACTIVITIES AND OPERATIONS

The Company's operations resulted in a profit of Rs. 3.27 Lakhs as against loss of Rs.40.33 Lakhs in the previous year after providing for depreciation of Rs. 3.86 Lakhs(previous year Rs. 9.32 Lakhs) and making net provision for taxation of Rs. 0.02 Lakhs asagainst (previous year Rs. 0.63) Lakhs Your Board of Directors has decided not totransfer any amount to the Reserves for the year under review in view of the marginalprofit incurred during the year.

It has been a very tough year globally with the pandemic and the various lockdowns. Wepray that all our shareholders their families the company board of directors and all thestaff of Modern Shares and Stockbrokers are safe and continue to stay healthy. For thosewho have lost loved ones may the almighty bless them and may the departed souls rest inpeace. We hope that the pandemic ends soon and the world can see some normalcy soon.

It has been a difficult year for the company too as in the lockdowns we had to managewith minimal staff last year. However we were fortunate that our services come underessentials and thus we were permitted to operate from our office for the entire period ofthe lockdown. Thus we were able to continue our business activity and meet all expenses. Iwould like to take the opportunity here itself to thank our staff for being extracooperative and attending office in these trying times.

It was a major turnaround year for the markets. Given the pandemic it is hard toimagine how well the markets have performed globally. It has been a concerted effortglobally by governments and central banks to support the economy and the markets in thebest way possible. After the first lockdown we witnessed a major boost in demand and thuswe have seen very good results from corporate India. We hope post the second lock down wecan see a similar revival in demand and overall growth. The current fiscal year has begunon a good positive note for both the markets and your company. As we continue to strive togrow the Institutional business we are seeing better momentum in our retail segment too.We expect markets to remain robust and thus are optimistic for the rest of the year. Weare hopeful of building on the revival in business in the last financial year.

After a loss in the financial year 2019-20 we have come back in the green in 2020-21.The year 202122 has started on a very positive note and we are hopeful of the same tocontinue for the rest of the year. We will continue to strive to grow and continue themomentum for the remainder of this financial year.

3. DIVIDEND

The Board of Directors has decided not to recommend any dividend on the Equity Sharesof the Company during the year under review.

4. DIRECTORS

In accordance with the Articles of Association of the Company Mr. GhanshamShewakramani (DIN: 00413343) who is longest in the office retires by rotation and beingeligible for re-appointment and has indicated his willingness to serve if reappointed.

Pursuant to Section 152(6) of the Companies Act 2013 and the Articles of Associationof the Company approval of members is also being sought for his reappointment asNon-Executive Director on the Company's Board.

Both Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation25 of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.

5. DEPOSITS

The Company has not accepted any deposits falling under the ambit of Section 73 of theCompanies Act 2013 (hereinafter referred to as 'The Act') and the Rules framed thereunderduring the year under review. The company has borrowings from Bank against lien of Fixeddeposit of Rs. 647972/- outstanding as at the end of the financial year.

6. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Regulation 25 (4) & 26 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Boardhas carried out an annual performance evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration and Stakeholders & Grievance Committees. The manner in which theevaluation has been carried out has been explained herein below:

A structured questionnaire was prepared after inputs received from the Directorscovering various aspects of the Board's functioning such as adequacy of the composition ofthe Board and its committees Board culture execution and performance of specific dutiesobligation and governance.

A separate exercise was carried out to evaluate the performance of Individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independent judgment safeguarding the interest of theCompany and its stakeholders etc. The performance evaluation of Independent Directors wascarried out by the entire Board. The performance of Non-independent Directors were carriedout by the Independent Directors who also reviewed the performance of the compliancedepartment and had expressed their satisfaction with the evaluation process.

Number of Board Meetings held:

The Board of Directors duly met 4 (Four) times during the financial year from 1stApril 2020 to 31st March 2021. The dates on which the meetings were held are as follows:

Dates on which Board Meetings held Strength of the Board No. of Directors Present
29th June 2020 6 6
11th August 2020 6 6
09th November 2020 6 6
12th February 2021 6 6

Relevant Details of Directors

Sr. Name of the Director No. Date of Appointment Category Number of Directorship held in other Indian Companies Committee(s) Position Member and Chairperson in all Companies
1 Mr. Ashok Tikamdas Kukreja 18/02/2015 Chairperson & NonExecutive Director/ Independent 2 9 and 6
2 Mr. Anil Sugno Manghnani 25/10/2000 Whole-time Director 2 1
3 Mr. Narendra Hira Advani 30/05/2011 Non-Executive Director 4

-

4 Mr. Ghansham Shewakramani 25/01/1995 Non-Executive Director 18 1
5 Mrs. Roshan Advani Patheria 31/01/2007 Woman NonExecutive Director - 1
6 Mr. Pankaj Rajnikant Ved 01/04/2019 Non-Executive Director/ Independent 4 3

Attendance of Directors of Virtual Board Meetings and Virtual Annual General Meetingheld through VC/OAVM

Name of the Director Attendance at the Board Meeting held on Attendance at the AGM held on 18th September 2020
29/06/2020 11/08/2020 09/11/2020 12/02/2021
Mr. Anil Sugno Manghnani Attended Attended Attended Attended Attended
Mr. Narendra Hira Advani Attended Attended Attended Attended Attended
Mr. Ashok Tikamdas Kukreja Attended Attended Attended Attended Attended
Ms. Roshan Advani Patheria Attended Attended Attended Attended Attended
Mr. Ghansham Shewakramani Attended Attended Attended Attended Attended
Mr. Pankaj Rajnikant Ved Attended Attended Attended Attended Attended

Audit Committee Member (virtual)

Name of the Member 29/06/2020 11/08/2020 09/11/2020 12/02/2021
Mr. Ashok Tikamdas Kukreja (Chairperson) Attended Attended Attended Attended
Mr. Pankaj Rajnikant Ved Attended Attended Attended Attended
Mr. Anil Sugno Manghnani Attended Attended Attended Attended

Stakeholder & Grievance Committee Member (virtual)

Name of the Member 29/06/2020 11/08/2020 09/11/2020 11/02/2021
Mr. Ashok Tikamdas Kukreja (Chairperson) Attended Attended Attended Attended
Mr. Ghansham Shewakramani Leave Attended Attended Attended
Mr. Pankaj Rajnikant Ved Attended Attended Attended Attended

? ^ Nomination & Remuneration Committee Member (virtual)

Name of the Member 29/06/2020 11/08/2020 09/11/2020 11/02/2021
Mr. Ashok Tikamdas Kukreja (Chairperson) Attended Attended Attended Attended
Mr. Pankaj Rajnikant Ved Attended Attended Attended Attended
Mrs. Roshan Advani Patheria Leave Leave Attended Attended

Independent Directors

Name of the Member 29/01/2021
Mr. Ashok Tikamdas Kukreja (Chairperson) Attended
Mr. Pankaj Rajnikant Ved Attended

7. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(5)(c) of the Companies Act 2013:

a) that in the preparation of the Annual Financial Statements for the year ended March312021 the applicable Accounting Standards have been followed along with properexplanation relating to material departures if any;

b) that such Accounting Policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 312021 and of the profit of the Company for the year ended on thatdate;

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the Assets of the Company and for preventing and detecting fraud and otherirregularities;

d) that the Annual Financial Statements have been prepared on a going concern basis;

e) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively and

f) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

8. BUSINESS RISK MANAGEMENT

Although the Company has long been following the principle of risk minimization as isthe norm in every industry it has now become a compulsion. Therefore in accordance with

Regulation 21 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board members were informed about riskassessment and minimization procedures after which the Board formally adopted steps forframing implementing and monitoring the risk management plan for the Company.

The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues. In today's challenging and competitive environmentstrategies for mitigating inherent risks in accomplishing the growth plans of the Companyare imperative.

The common risks inter alia are: Regulations competition Business risk Technologyobsolescence Investments retention of talent and expansion of facilities. Business riskinter- alia further includes financial risk political risk fidelity risk and legalrisk.

As a matter of policy these risks are assessed and steps as appropriate are taken tomitigate the same.

9. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit (IA) functionis to maintain its objectivity and independence the Internal Audit function reports tothe Chairperson of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies of the Company. Based on the report of internal audit functioneach department undertakes corrective action in their respective areas and therebystrengthens the controls. Significant audit observations and corrective actions thereonare presented to the Audit Committee of the Board.

In order to strengthen the system of Internal Control and provide Board of Directorswith an added ability to oversee internal controls Internal Financial Control (IFC)system was put in place in accordance with the requirements of Section 134(5)(e) of theCompanies Act 2013. Systems of Internal Control were implemented considering theframework suggested in Guidance Note on Audit of Internal Financial Controls over theFinancial Reporting issued by The Institute of Chartered Accountants of India to addressits operational and financial risk.

10. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013a Whistle Blower Policy for directors and employees to report genuine concerns has beenestablished. The Policy has been uploaded on the website of the Company atwww.modernshares.com under investors/ policy documents/ Vigil Mechanism Policy link.

11. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the Financial year were onan arm's length basis and were in the ordinary course of business. An omnibus approval wastaken for one (1) year from Audit Committee and Board at their Meeting held on 29/06/2020.There are no materially significant Related Party Transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company. None of the Directors have anypecuniary relationships or transactions vis-a-vis the Company.

In compliance under the provisions of the Companies Act 2013 transactions withrelated parties entered by the Company in the normal course of business are periodicallyplaced before the Audit Committee for its approval and the particulars of contractsentered during the year in Form AOC-2 is enclosed as Annexure- A to this report.

12. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no orders passed by the Regulators/ Courts which would impact the goingconcern status of the Company and its future operations.

13. AUDITORS

13.1 STATUTORY AUDITORS

M/s. Baheti & Co. Chartered Accountants (Firm Registration No. 006287C) have beenappointed as Statutory Auditor of the Company at the Annual General Meeting held on July28 2017 for a period of five (5) years up to the conclusion of the Annual General Meetingto be held in the year 2022. The requirement for seeking ratification of the members forcontinuation of their appointment has been withdrawn consequent upon the changes made bythe Companies (Amendments) Act 2017 with effect from May 7 2018. Hence the resolutionseeking ratification of the members for their appointment is not being placed at theensuing Annual General Meeting.

13.2 SECRETARIAL AUDITORS

The Secretarial Audit Report for the Financial Year ended March 31 2021 is annexedherewith as Annexure-B.

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 Mr. Janak Pandya Company Secretary in Practice (CP No.: 5940 ACS: 10841) (PeerReview Certificate No. 1250/2021) to undertake the secretarial audit of the Company forthe Financial Year ended March 312022.

13.3 INTERNAL AUDITORS

M/s. Jayant Associates Chartered Accountants (Firm Registration No: 104099W) appointedas Internal Auditors for the Financial Year ended March 31 2022 to perform the duties asInternal Auditors of the Company and their report is reviewed by the Audit Committee fromtime to time.

14. FIXED ASSETS

The Net Fixed Assets of the Company as at the close of the financial year stood at Rs.10.46 Lakhs (Previous year Rs. 14.32 Lakhs). In compliance with the Accounting StandardAS- 28 relating to "Impairment of Assets" the Company has reviewed the carryingamount of its fixed assets as at the end of the financial year.

15. CORPORATE GOVERNANCE & ANNUAL SECRETARIAL COMPLIANCE REPORT

As per Regulation 15(2)(a) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 as amended from time to time the compliance with the CorporateGovernance provisions shall not apply in respect of the listed entity having paid upequity share capital not exceeding Rs.10 Crores and Net Worth not exceeding Rs. 25 Croresas on the last day of the Previous Financial Year. Since the Company's Paid up EquityCapital and the Net Worth fall below the limit mentioned above compliance with CorporateGovernance are not applicable to the Company. Accordingly as per BSE clarification videCircular LIST/COMP/12/2019-20. Companies to which the Regulation 15(2)(a) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 are not applicable Regulation24A of SEBI (Listing Obligations and Disclosure Requirements) (Amendments) Regulations2018 is also not applicable and not required to submit the Annual Secretarial ComplianceReport.

16. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act the Annual Return ason March 312021 is available on the Company's website on www.modernshares.com.

17. COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirm that the Company has complied with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India (SS-1 &SS-2) respectively as amended relating to Meetings of the Board and its Committees whichhave mandatory application and General Meeting.

18. REMUNERATION RATIO OF THE DIRECTORS/ KEY MANAGERIAL PERSONS (KMP)/ EMPLOYEES

The information required pursuant to Section 197 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and the Companies

(Particulars of Employees) Rules 1975 in respect of employees of the Company andDirectors is furnished hereunder:

There were 19 permanent employees on the rolls of the Company as on 31 March 2021.

Sr. Name No. Designation Remuneration paid FY 2020-21 (Rs. Lakhs) Remuneration paid FY 2019-20 (Rs. Lakhs) Increase in Remuneration from previous Year (Rs. Lakhs) Ratio/ Times per median of employee remuneration
1 Mr. Anil Sugno Manghnani Whole-time Director 10.81 10.71 0.10 1.63
2 Mr. Radhakrishna N Shenvi CFO 10.08 10.08 0.00 1.74
3 Mrs. Vibha Axit Gandhi Company Secretary & Compliance Officer 2.29 2.29 0.00 0.35

19. DISCLOSURE

The particulars of the conservation of energy technology and absorption foreignexchange earnings and outgo as required u/s. 134(3)(m) of the Companies Act 2013 and Rule8(3) of the Companies (Accounts) Rules 2014 the same are not applicable to the Company.The information required pursuant to Section 197(12) read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is not given as none of the employees of the company exceeds the limit.

20. DEMATERIALISATION OF SHARES

97.91% of the Company's paid up equity share capital is in dematerilised form as on31st March 2021 and balance 2.09% is in physical form. The Company's Registrar and ShareTransfer Agents are M/s. Link Intime India Pvt. Ltd. having office at C-101 247 Park LBSMarg Vikhroli - (W) Mumbai - 400083.

21. TRANSFER OF EQUITY SHARES UNPAID/ UNCLAIMED DIVIDEND TO IEPF

In line with the statutory requirements the Company has transferred to the credit ofthe Investor Education and Protection Fund set up by the Government of India equityshares in respect of which dividend had remained unpaid/ unclaimed for a period of seven(7) consecutive years within the time lines laid down by the Ministry of CorporateAffairs. Unpaid/ unclaimed dividend for seven (7) years or more has also been transferredto the IEPF pursuant to the requirements under the Act.

22. ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to thank the employees for their dedicatedservice and contribution towards the growth of the Company our sincere appreciation toInstitutional and Retail Clients for their patronage to our Company and to theShareholders for their continuous support.

23. CAUTIONARY STATEMENT

The statements contained in the Board's Report contain certain statements relating tothe future and therefore are forward looking within the meaning of applicable securitieslaws and regulations. Various factors such as economic conditions changes in governmentregulations tax regime other statues market forces and other associated and incidentalfactors may however lead to variation in actual results.

For and on behalf of the Board of Directors
Sd/- Sd/-
Anil Sugno Manghnani Ghansham Shewakramani
Whole-time Director Director
(DIN: 00012806) (DIN:00413343)

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