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Share India Securities Ltd.

BSE: 540725 Sector: Financials
NSE: SHAREINDIA ISIN Code: INE932X01018
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VOLUME 1673
52-Week high 1475.00
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P/E 21.23
Mkt Cap.(Rs cr) 3,711
Buy Price 1159.20
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Sell Price 1161.50
Sell Qty 3.00
OPEN 1100.00
CLOSE 1161.70
VOLUME 1673
52-Week high 1475.00
52-Week low 488.00
P/E 21.23
Mkt Cap.(Rs cr) 3,711
Buy Price 1159.20
Buy Qty 1.00
Sell Price 1161.50
Sell Qty 3.00

Share India Securities Ltd. (SHAREINDIA) - Director Report

Company director report

Dear Members

Share India Securities Limited

Unit No. 604A-B 605A-B Tower A

6th Floor World Trade Centre

Gift City Block-51 Zone 5 Road 5E

Gandhinagar Gujarat-382355.

Your Directors have pleasure in presenting 27th AnnualReport of the Company together with the Audited Financial Statements of the Company forthe Financial Year ended March 312021.

1. Financial Highlights

The Company's financial performance for the year under review alongwith previous year's figures is given hereunder:

(Amount in Lakhs except EPS)

Particulars Standalone

Consolidated

For the year ended 31st March 2021 For the year ended 31st March 2020 For the year ended 31st March 2021 For the year ended 31st March 2020
Revenue from Operations 38279.51 20908.97 44795.43 22620.68
Other Income 80.59 20.58 585.95 244.91
Total Revenue 38360.10 20929.55 45381.38 22865.60
Less: Purchases of stock in trade 2715.79 439.97 2715.79 439.97
Less: Changes in inventories of Finished Goods Stock in Trade and Work in progress (1413.76) (439.97) (1413.76) (439.97)
Less: Employee Benefits Expenses 6402.27 5091.56 8003.72 5409.00
Less: Other Expenses 20133.83 10018.86 22753.95 10126.97
Less: Net loss on derecognition of financial instruments under amortised cost category 5.64
Less: Impairment on financial instruments - - 38.66 24.07
Profit Before Finance Cost Depreciation & Taxes 10521.97 5819.13 13283.02 7299.92
Less: Finance Cost 1520.85 1000.92 2496.03 1785.30
Less: Depreciation and Amortization 436.42 440.06 444.06 446.59
Profit Before Tax 8564.70 4378.15 10342.93 5068.03
Less: Current Tax 1865.35 1100.30 2329.40 1234.86
Less: MAT Entitlement - - (17.70) (46.46)
Tax Adjustments for earlier years (26.45) - (27.53) (17.48)
Less: Deferred Tax (Credit) (7.06) (72.29) (10.32) (103.06)
Profit/ Loss from Associates After Tax - - 6.05 86.14
Profit After Tax 6732.87 3350.14 8075.13 4086.32
Other Comprehensive Income 1378.86 (144.12) 1356.07 (108.75)
Total Comprehensive Income 8111.72 3206.01 9431.20 3977.56
Earnings per Share (Basic) (?) 21.10 10.50 25.31 12.81
Earnings per Share (Diluted) (?) 21.10 10.50 25.31 12.81

2. State of Company's Affairs

The financial year 2020-2021 was yet another year of robust performanceby the Company. During the year the revenue from operations recorded a jump of more than83.07% in comparison to financial year 2019-2020. Consequently the Profit after Tax (PAT)also recorded an increase of 100.97%.

The afore-mentioned performance was the result of consistent effortsmade by company in optimizing its broking as well as trading operations. The outbreak ofCOVID-19 virus had negligible impact on the working or performance of the Company. Themanagement does not see any risks in the Company's ability to continue as a going concernand meeting its liabilities as and when they fall due.

Highlights of Company's performance are discussed in detail in theManagement Discussion and Analysis Report (MDA) included in this Annual Report asrequired under Schedule V of the SEBI (LODR) Regulations 2015.

3. Consolidated Financial Performance Review and Analysis

The Company achieved the consolidated total revenue of Rs. 45381.38Lakh in the year ended 31st March 2021 an increase of 98.47% as compared toRs.22865.60 Lakh in the previous year. The Company earned Consolidated Net Profit of Rs.8075.13 Lakh in the year ended 31st March 2021 which was an increase of97.61% as compared to Rs. 4086.32 Lakh in the previous year.

4. Capital Structure

There was no change in the Authorised Share Capital and Paid up ShareCapital of the company during the period under review.

The Authorised Share Capital of the Company is Rs.350000000/-(Rupees Thirty Five Crore Only) divided into 35000000 (Three Crore Fifty Lakhs) EquityShares of Rs. 10/- (Rupees Ten Only) each.

The paid up share capital of the company is Rs. 319065880/- (RupeesThirty One Crore Ninty Lakh Sixty Five Thousand Eight Hundred and Eighty Only) dividedinto 31906588 (Three Crore Ninteen Lakh Six Thousand Five Hundred and Eighty Eight)Equity Shares of Rs.10/- (Rupees Ten Only) each.

Your Company has not issued equity shares with differential rights asto dividend voting or otherwise. It has neither issued ESOP nor Sweat Equity Shares anddoes not have any scheme to fund its employees to purchase the shares of the Company.

5. Dividend

During the year under review the Company has paid an interim dividendof Rs. 1.50/- per equity share of Rs. 10/- each.

We are pleased to recommend a final dividend of Rs. 0.50/- per equityshare of Rs. 10/- each for Financial Year 2020-2021.

The total dividend for Financial Year 2020-2021 including the finaldividend if approved by the members would amount to Rs. 2/- per equity share of Rs.10/-each as compared to Rs.0.50/- per equity share of Rs. 10/- each in the previous year.

The Board of Directors originally adopted the Dividend DistributionPolicy at its Meeting held on February 06 2021 and further revised the said policy at itsMeeting held on 25.05.2021 thereby aligning its existing policy with Regulation 43A of theSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (SEBI LODRRegulations). The policy shall come into force for accounting periods beginning from 1stApril 2021 and is available on the website of the Company www.shareindia.com.

6. Public Deposits

Your Company has neither invited nor accepted any deposits from publicwithin the meaning of Section 73 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014 during the financial year ended 31st March2021. Therefore the details as required under Rule 8(5)(v) and 8(5)(vi) have not beenprovided.

7. Transfer to Reserves

During the year under review the Company transferred ' 6732.87 lakhsonly to Retained earnings of the Company.

8. Annual Return

I n accordance with section 92(3) of the Companies Act 2013 theAnnual Return of the Company as on March 31 2021 is available on the Company's websiteand can be accessed at https://www.shareindia.com/static/ annual-return.aspx

9. Subsidiaries/Joint Ventures/Associates

As on March 312021 the Company had 9 (Nine) Wholly- Owned SubsidiaryCompanies (WOS) and 1 (One) Associate Company.

During the year under review the following companies became the WOS ofyour Company:-

a. Total Commodities (India) Private Limited.

b. Share India Smile Foundation.

c. Share India Global Pte. Ltd.

Pursuant to the provisions of section 129(3) of the Companies Act2013 a statement containing the salient features of the financial statement of ourAssociate and Subsidiary companies in the prescribed format AOC-1 is attached to theconsolidated financial statement of the Company. Please refer Note no. 46.

Highlights of the Financial Performance of our Wholly OwnedSubsidiaries and Associate Company as on 31st March 2021 are as follows:-

amount in lakhs

Particulars name of Associate/Subsidiary
Share India Capital Services Private Limited (WOS) Share India Securities (IFSC) Private Limited (WOS) Share India Fincap Private Limited (WOS) Share India Insurance Brokers Private Limited (WOS) Total Securities (IFSC) Private Limited (WOS) Total Securities Overseas Limited (WOS) ‘Total Commodities (India) Private Limited (WOS) ‘Share India Smile Foundation (WOS) ‘Share India Global PTE Ltd (WOS) Share India Commodity Brokers Private Limited (Associate)
Revenue from Operations 25.45 231.84 1389.06 245.34 11.01 0.00 4679.98 1.75 0.00 33.08
Other Income 50.41 13.23 562.18 20.01 1.91 0.00 583.67 0.00 0.00 12.80
Total Revenue 75.86

245.06 1951.24

265.35 12.93 0.00 5263.65 1.75 0.00 45.89
Less: Employee Benefits Expenses 55.24 16.29 186.77 124.25 1.57 0.00 1217.33 0.00 0.00 0
Less: Other Expenses 2.95 46.23 67.08 14.79 6.32 -2.32 2518.67 1.85 0.33 23.93
Profit Before Finance Cost Depreciation & Taxes 17.67

182.56 1697.40

126.31 5.04 -2.32 1527.66 -0.10 -0.33 21.95
Less: Finance Cost 0.14 3.15 629.90 0.01 0.00 0.00 341.88 0.00 0.10 0
Less: Depreciation and Amortization 0 0.29 3.02 4.30 0.00 0.00 0.02 0.00 0.00 0.01
Profit Before exceptional and extraordinary items and Tax 17.53 179.11 1064.47 121.99 5.03 -2.32 1185.75 -0.10 -0.42 21.94
Exceptional Items 0 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Less: Current Tax 3.88 17.7 227.28 5.56 0.00 0.00 209.62 0.00 0.00 0.60
Deferred Tax (Credit) 0.43 0.17 -4.59 -1.11 0.00 0.00 0.49 0.00 0.00 5.25
MAT Credit 0 -17.7 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0
Tax adjustment related to earlier years 0 0 0.00 1.08 0.00 0.00 0.00 0.00 0.00 0.20
Tax prov. Written off 0 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0
Profit After Tax 14.08 178.94 841.77 116.40 5.03 -2.32 975.64 -0.10 -0.42 16.29
Other Comprehensive Income 0.18 -29.26 0.00 0.00 0.00 0.80 0.00 0.00 0.79 12.70
Total Comprehensive Income 14.26 149.68 841.77 116.40 5.03 -1.53 975.64 -0.10 0.36 28.99
Earnings per Share (Basic) ' 0.27 10.23 28.00 2.26 0.32 -0.20 56.07 -0.204 -0.02 1.21
Earnings per Share (Diluted) (' 0.27 10.23 28.00 2.26 0.32 -0.20 56.07 -0.204 -0.02 1.21

*M/s. Total Commodities (India) Private Limited M/s. Share IndiaGlobal Pte Ltd and M/s. Share India Smile Foundation became the wholly ownedsubsidiaries of M/s. Share India Securities Limited on 21.05.2020 14.08.2020 and05.01.2021 respectively therefore the financial highlights of the said subsidiaries havebeen provided herewith starting from their respective consolidation dates with M/s. ShareIndia Securities Limited

10. Change in the Nature of Business

There have been no changes in the nature of business of your Companyduring the financial year 2020-21

11. Detail of Directors or KMP appointed / resigned during the year

During the Year under review Mr. Monil Ashok Gangar and Mr. NileshMahendra Shah resigned from the Directorship of the Company w.e.f. 07thDecember 2020 and 03rd March 2021 respectively.

Also Mr. Suresh Kumar Arora (Additional Director) Mr. Ankit Taak(Additional Independent Director) and Mr. Piyush Mahesh Khandelwal (Additional IndependentDirector) were appointed at their respective positions w.e.f. 03rd March 2021

Further at the 26th Annual General Meeting of the Companyheld on Wednesday 30th September 2020 members of the Company approved thefollowing :-

a Appointment of Mr. Monil Ashok Gangar as a NonExecutive IndependentDirector of the Company

b Appointment of Mr. Lavesh Shyam Goyal as a NonExecutive IndependentDirector of the Company

c Appointment of Mr. Nilesh Mahendra Shah as a NonExecutiveIndependent Director of the Company

d Appointment of Mr. Vijay Girdharlal Vora as a Wholetime Director ofthe Company

e Appointment of Mr. Kamlesh Vadilal Shah as a Managing Director ofthe Company

f. Appointment of Mr Parveen Gupta who retired by rotation and beingeligible offered himself for reappointment

Also in the opinion of the Board the Independent Directors appointedduring the year ie Mr Piyush Mahesh Khandelwal and Mr Ankit Taak possess requisiteexpertise and experience and are the persons of high integrity and repute They fulfillthe conditions as specified in the Companies Act 2013 and the Rules made thereunder areregistered with MCA databank for Independent Director and fulfill the requirement ofproficiency test within the stipulated time period and are independent of the management

12. Declaration given by independent Directors

The Non-Executive Independent Directors of the Company have givendeclaration stating that they continue to confirm the criteria set out for IndependentDirectors under Section 149(6) of the Companies Act 2013 and Regulation 16 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015

13. Policy on Director's appointment and Policy on Remuneration

In adherence to section 178(1) of the Companies Act 2013 the Board ofDirectors of the company regularly review the policy on directors' appointment andremuneration including criteria for determining qualifications positive attributesindependence of a director and other matters provided under section 178(3) based on therecommendations of the Nomination and Remuneration Committee

A copy of relevant policy is placed on the website of the company at www.shareindia.com.

14. Meeting of the Board and Committees

During the financial year ended 31032021 the Board of Directors met18 (Eighteen) times Members of Audit Committee met 10(Ten) times members of Nominationand Remuneration Committee met three (3) times members of Stakeholders RelationshipCommittee met (4) four times and members of Corporate Social Responsibility Committee met(5) five times Further details wrt Meeting of the Board of directors and its committeeand their detailed briefs are given in the Corporate Governance Report For detailsplease refer Corporate Governance Report as Annexure-1 forming part of this Annual Report

15. Directors' Responsibility Statement

Pursuant to Section 134(3) (c) read with Section 134(5) of theCompanies Act 2013 your Directors confirm that:

a) in the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures;

b) they have in the selection of the accounting policies consultedthe Statutory Auditors and these have been applied consistently and reasonable and prudentjudgments and estimates have been made so as to give a true and fair view of the state ofaffairs of the Company as at 31st March 2021 and of the Profit of the Companyfor the year ended on that date;

c) proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) the Directors have prepared the annual accounts on a going - concernbasis;

e) they have laid down internal Financial Control followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and the systems were adequate and operating effectively

16. Auditors' Report

M/S SVP & Associates Chartered Accountants Statutory Auditors ofyour Company has audited the Financial Statement of the Company for the Financial Yearended 31st March 2021 The Notes on financial statement referred to in theAuditors' Report are self-explanatory and do not call for any further comments TheAuditors' Report does not contain any qualification reservation adverse remark ordisclaimer

Further since the Auditors have not reported any instances involvingFraud in their Audit Report the particulars as prescribed under Section 134(3) (ca) ofthe Companies Act 2013 have not been provided

17. Secretarial Auditors' Report

As per provisions of Section 204 of the Companies Act 2013 the Boardof Directors of the Company have appointed M/s Jaiswal and Associates Company Secretariesas the Secretarial Auditor of the Company to conduct the Secretarial Audit for the year2020-21 The Secretarial Audit Report for the financial year ended March 312020 isannexed to this Report as “Annexure-2”

The Secretarial Auditor's Report for the financial year 2020-21 doesnot contain any qualification observation or adverse remarks and therefore in theopinion of the Directors do not call for any further explanation

18. Particulars of Loans Guarantees or investments

The full particulars of the loans given Investment made or guaranteegiven or security provided and the purpose for which the loan or guarantee or security isproposed to be utilized if any as per the provisions of Section 186 of the CompaniesAct 2013 are provided in the notes to accompanying standalone financial statement.

19. Contract or Arrangement with Related Party Transactions

All related party transactions that were entered into during thefinancial year were on an arm's length basis and were in the ordinary course of business.There are no materially significant related party transactions made by the Company withrelated parties which may have a potential conflict with the interest of the Company. AllRelated Party Transactions are placed before the Audit Committee for approval. PriorOmnibus approval of Audit committee has been obtained for transactions which are ofrepetitive nature.

For Further Details your attention is drawn to the Related Partydisclosures set out in Note No. 40 of the Financial Statements.

20. Material Changes and Commitments if any affecting the FinancialPosition of the Company.

No material changes and commitments affecting financial position of theCompany have occurred between the end of the financial year to which this financialstatements relate and the date of this report.

21. Annual Evaluation of Board Performance and Performance of itsCommittees and individual Directors

Pursuant to applicable provisions of the Companies Act 2013 the Boardin consultation with its Nomination & Remuneration Committee has formulated aframework containing inter-alia the process format attributes and criteria forperformance evaluation of the entire Board of the Company its Committees and individualDirectors including Independent Directors. The framework is monitored reviewed andupdated by the Board in consultation with the Nomination and Remuneration Committeebased on need and new compliance requirements.

Evaluation of the Board and its Committees is based on various aspectsof their functioning such as adequacy of the constitution and composition of the Boardand its Committees matters addressed in the meetings processes followed at the meetingBoard's focus regulatory compliances and Corporate Governance etc. are in place.Similarly for evaluation of individual Director's performance various parameters likeDirector's profile contribution in Board and Committee meetings execution andperformance of specific duties obligations regulatory compliances and governance etc.are considered.

Accordingly the annual performance evaluation of the Board itsCommittees and each Director was carried out for the financial year 2020-21 by Nominationand Remuneration Committee in consultation with the Board.

The performance evaluation of all the Independent Directors have beendone by the entire Board excluding the Director being evaluated. On the basis ofperformance evaluation done by the Board it determines whether to extend or continuetheir term of appointment whenever their respective term expires. The Directors expressedtheir satisfaction with the evaluation process.

22. Additional Disclosure as per Schedule V read with Regulation 34 (E)of the SEBi (Listing Obligations & Disclosure Requirements) Regulations 2015

a. Related Party Disclosure

The Company is in Compliance with IND AS-24 on related partydisclosure. For further details please refer Note No. 40 forming part of FinancialStatements.

b. Management Discussion And Analysis Report

The Management Discussion and Analysis Report as required is presentedas forming part of this Report as Annexure - 3.

c. Corporate Governance Report

The Corporate Governance Report as required is presented as formingpart of this Report as Annexure - 1.

d. Declaration by Chief Executive Officer

A declaration duly signed by Chief Executive Officer stating that themembers of Board of Directors and Senior Management Personnel have affirmed compliancewith the code of conduct of Board of Directors and Senior Management is annexed to theCorporate Governance Report. Please refer Annexure - 1 i.e. Corporate GovernanceReport for more details.

e. Compliance Certificate

Please refer Annexure - 1 i.e. Corporate Governance Report.

f. Disclosures with respect to Demat Suspense Account/ UnclaimedSuspense Account

There were no such shares unclaimed in the year under review.

23. Conservation of Energy and Technology Absorption

Even though operations of the Company are not energy intensive themanagement has been highly conscious of the importance of conservation of energy andtechnology absorption at all operational levels and efforts are made in this direction ona continuous basis.

I n view of the nature of activities which are being carried on by theCompany the particulars as prescribed under Section 134(3)(m) of the Companies Act 2013read with

rule 8 of the Companies (Accounts) Rules 2014 regarding Conservationof Energy and Technology Absorption are not applicable to the Company and hence have notbeen provided.

24. Foreign Exchange Earnings and Outgo

The Company has incurred an expenditure of ' 223.84 Lakh inforeign exchange and earned ' 294.76 Lakh in foreign exchange during the FinancialYear 2020-21.

25. Listing With Stock Exchanges

Your Company has paid Annual Listing Fees for the Financial Year2020-21 to the BSE Limited &National Stock Exchange of India Limited (NSE) where theCompany's Shares are listed.

26. Secretarial Standard

Your Company is in compliance with the Secretarial Standards onMeetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings(SS-2) issued by the Institute of Company Secretaries of India (ICSI).

27. Business Risk Management

Your company follows Risk Management framework with an endeavor toenhance the control environment via risk mitigation and reducing the impact of risksconcerning the business of the company within the acceptable levels. It has been carriedout in a phased manner wherein due emphasis is being given on identification assessmentand mitigation thereof through economic control of those risks that endanger the assetsand business of the Company.

To achieve the aforesaid objectives the Board of Directors of yourcompany has framed the Risk Management policy to identify assess and mitigate the risksassociated with the business of the Company.

Further your board of Directors of your Company constituted the riskmanagement committee in its Board Meeting held on 25th May 2021. Please refer Annexure- 1 i.e. Corporate Governance Report for more details.

28. Cost Records and Cost Audit Report

In terms with the provisions of section 148 of the Companies act 2013read with the Companies (Cost Records and Audit) Rules 2014 maintenance of cost recordsand appointment of Cost Auditors are not applicable on your Company.

29. Code of Conduct for Prevention of Insider Trading

Your Company's Code of Conduct for Prevention of Insider Trading coversall the Directors senior management personnel persons forming part ofpromoter(s)/promoter group(s) and such other designated employees of the Company who areexpected to have access to unpublished price sensitive information relating to theCompany. The Directors their relatives senior management personnel persons forming partof promoter(s)/promoter group(s) designated employees etc. are restricted in purchasingselling and dealing in the shares of the Company while in possession of unpublished pricesensitive information about the Company as well as during the period of trading windowclosure.

The Board of Directors has approved and adopted the Code of Conduct toRegulate Monitor and Report Trading by Insiders. The Board has also approved the Code forFair Disclosure in line with SEBI (Prohibition of Insider Trading) Regulation 2015 andthe same can be accessed on company's website www.shareindia.com

30. Corporate Social Responsibility

The Company has constituted Corporate Social Responsibility Committeein compliance with the provisions of Section 135 of the Act read with the Companies(Corporate Social Responsibility) Rules 2014. Your Company has been undertaking CSRactivities on a significant scale upholding the belief that corporate have a special andcontinuing responsibility towards social development.

As a part of its initiative under the “Corporate SocialResponsibility” (CSR) drive the Company has undertaken projects in the areas ofpromoting education & sports and combating Covid -19. These projects are in accordancewith Schedule VII of the Act and the Company's CSR policy. The CSR Committee of theCompany helps the Company to frame monitor and execute the CSR activities of the Company.The Committee defines the parameters and observes them for effective discharge of thesocial responsibility of your Company.

The CSR Policy is available on the website of the Company www.shareindia.com.The report on CSR activities of the Company during the year under review is attached as ‘Annexure- 4'.

31. Vigil Mechanism Policy

The Company has adopted a Vigil Mechanism Policy to provide a formalmechanism to the Directors and employees to report their concerns about unethicalbehavior actual or suspected fraud or violation of the Company's Code of Conduct orethics policy. The Policy provides for adequate safeguards against victimization ofemployees who avail of the mechanism and also provides for direct access to the Chairmanof the Audit Committee. It is affirmed that no personnel of the Company has been deniedaccess to the Audit Committee. The copy of vigil mechanism policy is put on the Company'sWebsite and may be accessed at www.shareindia.com

32. Separate Meeting of Independent Directors

During the year 2020-21 the Independent Directors Committee of theCompany Comprised of following Independent Directors:

1. Jatinder Pal Singh

2. Sulabh Jain

3. Piyush Mahesh Khandelwal*

4. Sanjib Singh

5. Lavesh Shyam Goyal

6. Monil Ashok Gangar**

7. Nilesh Mahendra Shah**

8. Ankit Taak*

*Mr. Piyush Mahesh Khandelwal and Mr. Ankit Taak were appointed in theCompany w.e.f 03rd March 2021. **Mr. Monil Ashok Gangar and Mr. NileshMahendra Shah resigned from their Directorship w.e.f. 07th December 2020 and03rd March 2021 respectively.

During the year under review the Independent Directors met on 27thNovember 2020 discussed and reviewed the performance of non-Independent Directors theBoard and the Chairman of the Company and also to assess the quality quantity andtimeliness of flow of information between the Company management and the Board.

33. Significant and Material Orders Passed by the Regulators or Courts

There are no significant and material orders passed by the Regulatorsor Courts or tribunal impacting the going concern status and Company's operations infuture.

34. Internal Financial Controls

The Internal Financial Controls with reference to financial statementsas designed and implemented by the Company are proper adequate and operating effectively.The Company's internal control system is commensurate with its size scale andcomplexities of its operations. The Board has appointed Internal Auditors to morestrengthen the internal Financial Controls. Internal Auditors directly reports to theAudit Committee or Board of Directors of the Company. The Audit Committee of the Boardactively reviews the adequacy and effectiveness of the internal control systems andsuggests improvements to strengthen the same. During the year under review no material orserious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls.

35. Particulars of Employees

The details of employees who are in receipt of remuneration in excessof the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 and those forming part of top ten employees in terms ofremuneration of the Company is annexed herewith as “Annexure- 5 “ and Annexure -6 respectively.

Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given below:

Rule 5 Particulars Details
Name of Designation Remuneration Ratio to the
Director Median
(i) The Ratio of the remuneration of each Director Parveen Gupta to the median remuneration of the employees of the Company for the financial year. Rajesh Gupta Chairman & Managing Director 2160000 8.15 :1
Sachin Gupta Director - -
CEO &Whole Time Director 2040000 7.69 :1
Saroj Gupta Whole Time Director 2160000 8.15 :1
Kamlesh vadilal Managing Director 2634600 9.93:1
Shah
Vijay Girdharlal Vora Whole-time Director 1191600 4.49:1
(ii) The percentage increase in remuneration of Name Designation % of increase
each Director Chief Financial Officer Chief Parveen Gupta Executive Officer Company Secretary in the financial year. Chairman & Managing Director NIL
Rajesh Gupta Director NIL
Sachin Gupta CEO and Whole Time Director -37.04
Saroj Gupta Whole Time Director NIL
Vikas Aggarwal Company Secretary & Compliance Officer 10.18
Vijay Kumar Rana Chief Financial Officer 2.87
Kamlesh Vadilal Shah Managing Director 0.37
Vijay Girdharlal Vora Whole-time Director 7.85

(iii) The percentage increase in the median 29.34% remuneration ofemployees in the financial year.

Rule 5 Particulars Details
(Iv) The number of permanent employees on the rolls of the company. 1843
(viii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. The average % increase was 10% for all employees during the year. The increase is on the basis of performance of the Company and regular increment on yearly basis as per the Company's policy. Average increase in the managerial remuneration of the Company was -7.18%
(xii) It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company. Pursuant to Rule 5(1 )(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 it is affirmed that the remuneration paid to the Directors Key Managerial Personnel and Senior Management is as per the Remuneration Policy of the Company.

Note; Rule 5 (1)(v) (vi) (vii) (ix) (x) and (xi) was omitted w.e.f30th June 2016 vide as Notified by Ministry of Corporate Affairs videNotification GSR. 646(E)

36. Policy on Prevention of Sexual Harassment of Women at Workplace

Your Company is committed to provide a safe and secure environment toits women employees across its functions as they are integral and important part of theorganization. Your Company has in place an Anti Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. Also adequate workshops and awareness programmes againstsexual harassment are conducted across the organization to ensure that secure workingenvironment is provide to the female staff. An Internal Complaints Committee (ICC) withrequisite number of representatives has been set up to redress complaints relating tosexual harassment if any received from women employees and other women associates. TheCompany's process ensures complete anonymity and confidentiality of information. Thefollowing is a summary of sexual harassment complaints received and disposed off duringthe financial year 2020-21;

No. of Complaints received; Nil

No. of Complaints disposed off; Nil

37. Business Responsibility Report

In terms of Regulation 34(2)(f) of the Listing Regulations top 1000listed entities based on their market capitalisation as on March 31are required toprepare a Business Responsibility Report (“BRR”) forming part of the AnnualReport. Accordingly the Company has prepared the BRR describing the initiatives taken bythe Board from an environmental Social and Governance perspective The said BRR is annexedherewith as Annexure - 7 and is also uploaded on the website of the Company at www.shareindia.com.

38. Acknowledgements

Your Directors would like to express their sincere appreciation for theco-operation and assistance received from the Company's Bankers Regulatory BodiesStakeholders and other business associates who have extended their valuable sustainedsupport and encouragement during the year under review.

Your Directors also wish to place on record their deep sense ofgratitude and appreciation for the commitment displayed by all executives officers andstaff at all levels of the Company resulting in the successful performance of the Companyduring the year under review. We look forward to your continued support in the future.

Sd/- By Order of Board of Directors For Share India Securities Limited Sd/-
Parveen Gupta Sachin Gupta
Chairman & Managing Director CEO & Whole-Time Director
DIN; 00013926 DIN; 00006070
Date; 21-08-2021 Add; 179 Hargobind Enclave Add; 306 Jagriti Enclave
Delhi-110092 Delhi-110092

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