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Palash Securities Ltd.

BSE: 540648 Sector: Financials
NSE: PALASHSECU ISIN Code: INE471W01019
BSE 00:00 | 03 Dec 71.45 1.55
(2.22%)
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72.80

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NSE 00:00 | 03 Dec 69.90 -1.25
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OPEN 71.15
PREVIOUS CLOSE 69.90
VOLUME 142
52-Week high 97.65
52-Week low 33.50
P/E 38.62
Mkt Cap.(Rs cr) 71
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 71.15
CLOSE 69.90
VOLUME 142
52-Week high 97.65
52-Week low 33.50
P/E 38.62
Mkt Cap.(Rs cr) 71
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Palash Securities Ltd. (PALASHSECU) - Director Report

Company director report

Dear Members

Your Directors present herewith the 7th Annual Report on the business & operationsof the Company alongwith the Audited Statement of Accounts for the financial year ended31st March 2021.

1. Financial Results

A summary of standalone and consolidated Financial Performance of the Company for thefinancial year ended on 31st March 2021 are summarized below:

( Rs. in lakhs)

Standalone Consolidated
Particulars Year ended 31st March 2021 Year ended 31 st March 2020 Year ended 31st March 2021 Year ended 31st March 2020
Total Revenue from Operations 297.83 6.94 5855.95 4567.48
Profit before Finance Costs Tax Depreciation and Amortization 302.49 12.67 (1069.61! (56.58)
Less: Depreciation & Amortization Expenses 2.13 2.37 35.27 31.55
Less: Finance Cost 12.66 19.95 143.40 71.33
Profit/(Loss) Before Tax 287.70 (9.65) (1248.28) (159.46)
Profit/(Loss) After Tax 287.72 (9.65) (1282.91) (193.53)

2. Operating Performance / State of Affairs of the Compan

Details on the state of affairs of the Company are covered in the Management Discussionand Analysis Report.

A detailed analysis of the Company's operations future expectations and businessenvironment has been given in the Management Discussion & Analysis Report which ismade an integral part of this Report and marked as Annexure"A".

3. Financial Performance 2020-21

During the Financial Year 2020-21 the Company incurred a profit after tax of Rs.287.72 lakhs on standalone basis. On consolidated basis the loss stood at Rs. 1282.91lakhs.

In view of inadequate profits the Board of the Directors has not recommended paymentof dividend.

There is no change in the nature of business of the Company. There were no significantor material orders passed by regulators courts or tribunals impacting the Company'soperation in future.

There were no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year i.e. 31st March 2021 anddate of this report.

4. Public Deposits

The Company has not accepted any deposits from the public and as such there are nooutstanding deposits within the meaning of the provisions of the Non-Banking FinancialCompanies Acceptance of Public Deposits (Reserve Bank) Directions 2016 and the provisionsof Section 73 of the Companies Act 2013 read with Companies (Acceptance of Deposit) Rules2014.

5. Share Capital

Paid up Share capital comprises of 10003102 Equity Shares with a face value of Rs.10/- totaling to Rs. 100031020/- and 1300000 Preference Shares of Rs.10/- eachtotaling to Rs. 13000000/-. During the year under review there has been no change inthe capital structure.

Your Company has not issued any shares/securities during the Financial Year 2020-21.

6. Subsidiary Associate and Joint Venture

During the year there was no change in the subsidiaries. The Company has fivesubsidiaries. The Company has formulated a policy for determining material subsidiaries inline with the requirement of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The said Policy is being disclosed on the Company's website at theweblinkhttp://birla-sugar.com/Assets/Palash/P0LICY%20F0R%20.DETERMINING%20MATERIAL.%20SUBSIDIARIES%20NEW.pdf

The consolidated financial statements presented by the Company include financialinformation of its subsidiaries prepared in compliance with applicable AccountingStandards.

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 read with Rule5 of the Companies (Accounts) Rules 2014 the details containing salient features of thefinancial statement of subsidiary companies in Form AOC-1 forms part of this Report andmarked as Annexure"G"

7. Human Resources

The Company continued to create a productive learning and caring environment byimplementing robust and comprehensive HR processes fair transparent performanceevaluation and taking new initiatives to further align its Human Resource policies to meetthe growing needs of its business.

8. Directors

The Board comprises of 5 (five) Non-Executive Directors having experience in variedfields and a Managing Director. Out of five Non- Executive Directors four of them areIndependent Directors. Mrs. Shalini Nopany is the Chairperson of the Company

Mrs Shalini Nopany will retire by rotation at the ensuing Annual General Meeting andbeing eligible has offered herself for re- appointment as Director of the Company.

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 read with Regulation 25 of SEBI(LODR) Regulations 2015. Declarations have also been received by all the appointedIndependent Directors of the Company with regard to registration on the databank ofIndependent Directors maintained by the Indian Institute of Corporate Affairs Manesar(Haryana) in accordance with the provisions of Section 150 of the Companies Act 2013.

Other information on the Director including required particulars of Director retiringby rotation is provided in the Notice convening the Annual General Meeting.

In pursuance of the provisions of the Companies Act 2013 and according to Regulation25(3) of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Performance Evaluation Criteria has been laid downfor effective evaluation of performance of the Board of Directors the Committees thereofand individual Directors including the Chairperson of the Company. After detaileddiscussion at Board level as well as taking input from each Director Nomination andRemuneration Committee finalized the format / questionnaires containing various parametersto evaluate the performance of Board and its committee(s) Individual Directors andChairperson of the Company.The performance evaluation parameters are based on their rolesand responsibilities contribution to theCompany's goals decision making process flow ofinformation and various otheraspects.Theevaluation of performance of the Board as a whole.Committees of the Board Individual Directors including the Chairperson of the Company wascarried out for the Financial Year 2020-21. Nomination and Remuneration Committeeevaluated the performance of the individual Director.

The Independent Directors in their separate meeting held on 12th Novemeber 2020carried out the evaluation of the Board of Directors as a whole Chairperson of theCompany and Non-Independent Directors. The evaluation of Independent Directors was carriedout without the presence of concerned Director. The Chairman of Nomination andRemuneration Committee has submitted report of the respective evaluations to theChairperson of the Company. Based on the questionnaires received from the Directors andconsidering the reports of Chairman of Nomination and Remuneration Committee the Boardhas evaluated its own performance and that of its committees and individual directorsincluding independent directors.

Periodic presentations are made at the Board Meetings with respect to businessperformance and updates on business strategy of the Company.The details of thefamiliarisation programme (other than through meeting of Board and its Committees)imparted to Independent Director are uploaded on the website of the Company and availableat the weblink

Further at the time of appointment of an Independent Director the Company issues aformal letter of appointment outlining his/ her role duties and responsibilities. Theformat of such letter of appointment is available at the website of the Company athttp://www.bida-sugar.com/Palash-Shareholders-Info/Terms-and-conditions-of-appointment-of-Independent-Directors-Palash

9. Key Managerial Personnel

The following directors/executives of your Company are whole-time Key ManagerialPersonnel (KMPs) as on 31st March 2021 in accordance with the provisions of Section 203of the Companies Act 2013

a) Mr. Chand Bihari Patodia - Managing Director

b) Mr. Deepak Kumar Sharma - Chief Financial Officer

c) Ms. Mayuri Raja - Company Secretary

During the year under review there was no change in the Key Managerial Personnel.

All Directors Key Managerial Personnel and Senior Management of the Company haveconfirmed compliance with the Code of Conduct applicable to Directors & employees ofthe Company and a declaration to the said effect by the Managing Director is made part ofCorporate Governance Report which forms part of this report. The Code is available on theCompany's website at the weblink: http://birla-sugar.com/Assets/Palash/Palash-Securities-Code-of-Conduct.pdf. All Directors have confirmedcompliance with the provisions of Section 164 of the Companies Act 2013.

10. Remuneration Policy

The Board has framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. The Remuneration Policy as adopted by the Board ofDirectors is available at the website of the Company at the weblinkhttp://www.birla-sugar.com/Assets/ Palash/PALASH-REMUNERTION-POUCY.pdf. The Nomination& Remuneration Committee has also framed criteria for performance evaluation of everyDirector and accordingly has carried out the performance evaluation during the year underreview.

The Remuneration Policy inter-alia includes the appointment criterion &qualification requirements process for appointment & removal retirement policy andremuneration structure & components etc. of the Directors Key Managerial Personnel(KMP) and other senior management personnel of the Company. As per the RemunerationPolicy a person proposed to be appointed as Director KMP or other senior managementpersonnel should be a person of integrity with high level of ethical standards. Incaseofappointmentasan independent director the person should fulfill the criteria ofindependence prescribed under the Companies Act 2013 rules framed thereunder and theListing Regulations.The Remuneration Policy also contains provisions about the payment offixed & variable components of remuneration to the Whole-time Director/ManagingDirector and payment of sitting fee & commission to the non executive directors.

11. Familiarisation Programme

Periodic presentations are made at the Board Meetings with respect to businessperformance and updates on business strategy of the Company. The details of thefamiliarisation programme (other than through meeting of Board and its Committees)imparted to Independent Director are uploaded on the website of the Company and availableat the web\mk-http://www.birla-sugar.com/Assets/Palash/Familiarisation%20Programme%20-%20Disclosure.pdf

Further at the time of appointment of an Independent Director the Company issues aformal letter of appointment outlining his/ her role duties and responsibilities. Theformat of such letter of appointment is available at the website of the Company athttp://www.birla-sugar.com/Palash-Shareholders-Info/Terms-and-conditions-of-appointment-of-Independent-Directors-Palash

12. Corporate Social Responsibility Policy

The provisions of Section 135 of the Companies Act 2013 relating to Corporate SocialResponsibility are not applicable to the Company.

13. Board Meetings

A calendar of Meeting is prepared and circulated in advance to the Directors. The Boardevaluates all the decisions on a collective consensus basis amongst the Directors. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013. During the financial year ended 31st March 20214 (Four) Meetings of the Boardof Directors of the Company were held. The details of the Board Meetings held during thefinancial year 2020-21 have been furnished in the Corporate Governance Report forming apart of this Annual Report.

The Company has complied with the applicable Secretarial Standards prescribed underSection 118(10) of the Companies Act 2013.

14. Audit Committee

The Audit Committee was constituted on 30th March 2017.The Committee now comprises Mr.Chhedi Lai Agarwal Mr. Arun Kumar Newar Mr. Dinesh Kacholia and Mr. Chand BihariPatodia.The Company Secretary acts as the Secretary to the Committee and the ChiefFinancial Officer is a permanent invitee to the meetings. During the year there were noinstances where Board has not accepted the recommendation of Audit Committee.

The details of the terms of reference number and dates of meetings held attendance ofthe Directors and remuneration paid to them are separately provided in the CorporateGovernance Report.

15. Stakeholders'Relationship Committee

The Stakeholders' Relationship Committee was constituted on 30th March 2017. TheCommittee now comprises of Mr. Chhedi Lai Agarwal Mr. Arun Kumar Newar and Mr. DineshKacholia.The Company Secretary acts as the Secretary to the Committee. The details of theterms of reference number and dates of meetings held attendance of the Directors andremuneration paid to them are separately provided in the Corporate Governance Report.

16. Nomination and Remuneration Committee

The Nomination and Remuneration Committee was constituted on 30th March 2017. TheCommittee now comprises of Mr. Chhedi Lai Agarwal Mr. Arun Kumar Newar and Mr. DineshKacholia.The Company Secretary acts as the Secretary to the Committee.The details of theterms of reference number and dates of meetings held attendance of the Directors andremuneration paid to them are separately provided in the Corporate Governance Report.

17. Loans Guarantee and Investments

During the year under review the Company has not given any loans and corporateguarantees covered under the provisions of Section 186 of the Companies Act 2013. Detailson particulars relating to investments under Section 186 of the Companies Act 2013 areprovided in Note of the financial statement.

18. Related Party Contracts/Arrangements

All Related Party Transactions entered during the year were on arm's length basis andin the ordinary course of business. There have been no materially-significant relatedparty transactions made by the Company with the Promoters the Directors or the KeyManagerial Personnel which may be in conflict with the interests of the Company at large.Accordingly disclosure of contracts or arrangements with Related Parties as requiredunder section 134(3)(h) of the Companies Act 2013 in Form AOC-2 is not applicable.

The Company has developed a Related Party Transactions Policy for purpose ofidentification and monitoring of such transactions and accordingly all Related PartyTransactions are placed before the Audit Committee as also the Board for approval.The saidPolicy is available on the Company's website at the weblinkhttp://www.birla-sugar.com/Assets/Palash/RELATED%20PARTY%20TRANSACTI0N%20P0LICY%20 NEW.pdf

The details of related party transactions are set out in the notes to the financialstatements.

19. Risk Management

Business Risk Evaluation and Management is an ongoing process within the Organization.The Company has a robust risk management framework to identify monitor and minimize risksas also identify business opportunities.

20. Internal Financial Controls

The Company has laid down internal financial control's through a combination of Entitylevel controls Process level controls and IT General controls inter alia to ensureorderly and efficient conduct of business including adherence to the Company's policiesand procedures accuracy and completeness of accounting records and timely preparation andreporting of reliable financial statements/information safeguarding of assets preventionand detection of frauds and errors. The evaluations of these internal financial controlswere done through the internal audit process and were also reviewed by the StatutoryAuditors. Based on their view of these reported evaluations the directors confirm thatfor the preparation of financial statements for the financial year ended 31st March 2021the applicable Accounting Standards have been followed and the internal financial controlsare generally found to be adequate and were operating effectively & that nosignificant deficiencies were noticed.

21. Whistle Blower /Vigil Mechanism

The Company has established a vigil mechanism and adopted whistle blower policypursuant to which whistle blowers can report concerns about unethical behaviour actual orsuspected fraud or violation of the Company's code of conduct policy. During theyear underreview there has been change in this policy with respect to leak or suspected leak ofUnpublished Price Sensitive Information has been incorporated so that whistle blowers canreport concerns. The mechanism provides adequate safeguards against victimisation ofpersons who use this mechanism. The brief detail about this mechanism may be accessed onthe Company's website at the weblink http-J/www.birla-sugar.com/Assets/Palash/Palash-Securities-Whistle-Blower-Policy.pdf

During theyear the auditors and the secretarial auditors have not reported any fraudunder Section 143(12) of the Companies Act 2013 and the Companies (Audit and Auditors)Rules 2014

22. Corporate Governance & Annual Return

Your Directors strive to maintain highest standards of Corporate Governance.TheCorporate Governance Report for the Financial Year 2020- 21 isattachedasAnnexure"B"tothis Report.

The declaration of the Managing Director confirming compliance with the 'Code ofConduct' of the Company is enclosed as Annexure Annexure"C" to this Report andAuditor's Certificate confirming compliance with the conditions of Corporate Governance isenclosed as Annexure"D"to this Report

The extract of the Annual Return of the Company isattached as Annexure "F" tothis Report.

23. Auditors Audit Qualifications and Board's Explanations

Statutory Auditors

Messrs. Agrawal Subodh & Co. Chartered Accountants (Firm Registration No:319260E) were appointed as the Statutory Auditors of the Company by the 2nd AnnualGeneral Meeting held on 12th September 2016 to hold office from the conclusion of the 2ndAGM till the conclusion of the 7th AGM subject to ratification as to the said appointmentat every Annual General Meeting from the conclusion of such AGM

Accordingly their present term gets completed in the ensuing AGM to be held in thecurrent Financial year 2021-22 in terms of the said approval and Section 139 of theCompanies Act 2013 ('the Act') read with the Companies (Audit and Auditors) Rules 2014.The Audit Committee at its meeting recommended the re-appointment of Messrs. AgrawalSubodh & CoChartered Accountants as the Auditors of the Company for another periodof five years from the conclusion of the ensuing 7th AGM till the conclusion of the 12thAGM to be held in the year 2026 subject to the approval of shareholders of the Company

However since the first provision to Sec 139(1) has been omitted by the CompaniesAmendment Act 2017 with effect from 7th May 2018 the ratification of such appointmentat every AGM is not required. Accordingly Messrs. Agrawal Subodh & Co. CharteredAccountants if reappointed shall continue as Statutory Auditors till the conclusion ofthe 12th AGM of the Company.

They have given their consent to act as the Auditors of the Company and have confirmedthat the said appointment if made will be in accordance with the conditions prescribedunder Sections 139 and 141 of the Act

The Notes to the Financial Statements read with the Auditor's Reports areself-explanatory and therefore do not call for further comments or explanations.There hasbeen no qualification reservation adverse remark or disclaimer in the Auditor's Reports.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hadappointed Messrs Vinod Kothari & Co. Practising Company Secretaries to undertake theSecretarial Audit of the Company for the financial year 2020-21 .The Secretarial AuditReport is annexed herewith as Annexure"E" which is self-explanatory.

There has been no qualification reservation observation disclaimer or adverse remarkin the Secretarial Audit Report of the Company.

In addition to the above pursuant to new Regulation 24A of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 introduced by SEBI on 8 February 2019every material unlisted subsidiaries incorporated in India shall undertake secretarialaudit and shall annex with its annual report a secretarial audit report given by acompany secretary in practice with effect from the year ended 31 st March 2021.Accordingly the Secretarial Audit Report of the material unlisted subsidiaries of theCompany viz-a-viz Allahabad Canning Limited Champaran Marketing Co Ltd HargaonInvestment & Trading Co. Ltd and OSM Investment & Trading Co Ltd is annexedherewith as Annexure "E1"Annexure"E2'( Annexure"E3" &Annexure "E4" respectively which is self- explanatory.

Further there has been no qualification reservation observation disclaimer oradverse remark in the Secretarial Audit Report of Allahabad Canning Limited ChamparanMarketing Co Ltd Hargaon Investment &Trading Co. Ltd and OSM Investment &TradingCo Ltd.

Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act 2013 and The Companies(Accounts) Rules 2014 your Company has on the recommendation of the Audit Committeere-appointed Messrs M Parasrampuria & Co. Chartered Accountants to conduct InternalAudit of the Company for the financial year 2020-21

24. Investor Education and Protection Fund

The provisions pertaining to Investor Education and Protection Fund (Uploading ofInformation regarding unpaid and unclaimed amounts lying with Companies) Rules 2012 theCompany are not applicable to your company.

25. Disclosures Under Sexual Harassment of Women at Workplace (Prevention Prohibiton& Redressal) Act 2013

During the year under review no complaint / case was either filed or pending pursuantto Sexual Flarassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013.

26. Energy ConservationTechnology Absorption and Foreign Exchange Earnings & Outgo

The provisions of Section 134(3)(m) of the Companies Act 2013 do not apply to ourCompany. There was no foreign exchange inflow or outflow during the year under review.

27. Particulars of Employees

There was no employee in the Company who was in receipt of remuneration as required tobe disclosed under section 134 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

28. 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(3)(c) of the Companies Act 2013:

a) that in the preparation of the annual financial statements for the year ended 31stMarch 2021 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) that such accounting policies as mentioned in the Notes to the Financial Statementshave been selected and applied consistently and judgement and estimates have been madethat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company as at 31 st March 2021 and of the profit/loss of the Company for the yearended on that date;

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

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

29. CEO/CFO Certification

Mr. Chand Bihari Patodia Managing Director and Mr. Deepak Kumar Sharma ChiefFinancial Officer have submitted certificates to the Board as contemplated underRegulation 17(8) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations2015.

30. Acknowledgement

Your Directors wish to express their sincere thanks to the bankers and otherstakeholders for their continued co-operation and assistance.

For and on behalf of the Board
Shalini Nopany
Place: Kolkata Chairperson
Dated: 12th May 2021 DIN:00077299

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