Your Directors are pleased to present the 39th (Thirty-Ninth) Annual Report and the Audited Accounts for the financial year ended March 31, 2024.
1. Financial Results: (Rs. in lakhs)
2023-2024 2022-2023
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Profit/(Loss) before Depreciation
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15230.19
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206.83
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Less: Depreciation
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27.77
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27.26
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Profit/(Loss) before Taxation
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15202.42
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179.57
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Less: Tax Expenses
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Current tax
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5475.00
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-
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Deferred Tax
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300.52
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59.41
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Adjustment of Current Tax Relating to Prior Years
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7.65
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-
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Profit / (Loss) after Taxation
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9419.25
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120.16
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Other Comprehensive Income
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9659.64
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(2,695.95)
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Total Comprehensive Income
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19078.89
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(2,575.79)
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2. Dividend:
In view of conserving resources of the Company, your Directors do not recommend any dividend for the financial year ended March 31,2024.
3. Transfer to Reserves:
As per requirement of RBI regulations, the Company has transferred to Statutory Reserve Fund an amount of Rs. 1,883.85 Lakhs in Financial Year ended March 31, 2024.
4. Consolidated Financial Statements:
The Consolidated Financial Statements of the Company and its subsidiary, prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 ('Ind AS'), form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.
5. Share Capital:
The paid up Equity Share Capital of the Company as on March 31, 2024 is Rs. 17,49,84,330/- comprising of 174,98,433 equity shares of Rs. 10/- each. We would like to inform to our shareholders that there is no change in the paid up equity share capital of the Company during financial year 2023-24.
6. Change In The Nature Of Business:
There was no change in the nature of the business of your Company during the financial year.
7. Material Changes And Commitments Affecting The Financial Position of Your Company:
There were no material changes and commitments affecting the financial position of your Company between the end of financial year 2023-24 and the date of this report which could have an impact on your Company's operations in the future or its status as a “Going Concern”.
8. Management Discussions and Analysis Report:
Financial Performance:
(i) Overall Economic View
The global recession amidst increasing tension due to Russia Ukraine war continues to worry the nations all over the world with the outlook in the near to medium term not looking bright. The Palestine Israel war has only accentuated the adverse economic
climate globally further creating scarcity in Agri commodities and spares and raw materials for the electronic chip industry. The Chinese economy also appears to be in doldrums with the manufacturing sector seeing a massive exodus to other countries in Far East and Eastern Europe.
The Indian economy has withstood the global impact to some extent and achieved a growth rate of 7 percent and is probably the fastest growing economy as per World Bank reports. The GDP anticipated growth rate of 8 percent for the ensuing year is encouraging from an investor point of view.
Notwithstanding the positive reports India is facing problems in manufacturing sector with no private investments coming forth. The exports have not picked up as expected with the growth in the IT sector declining further due to recession in USA ad Europe. The agriculture sector has shown a feeble growth of 2 percent while the small and medium industries are facing a severe crunch in earnings. Foreign investments have slowed down due to geopolitical situation although the forex reserves are continuing to be stable around 650 billion dollars. It is a matter of concern that rupee has been depreciating against Dollar despite the major outgo towards oil imports being settled in rupees.
The Stock markets witnessed a steady growth due to massive inflows through mutual funds and Indian institutional support. However, RBI has expressed concerns that retail investors appear to have diverted their bank savings to speculative trades in stock futures and options which do not augur well for the monetary policy of the country. The investors may lose money heavily in the stock market while their savings out of the banking systems will get drained.
(ii) Industry Structure and Developments:
The Stock markets, which are the main line of focus of your company, witnessed positive trends throughout the year resulting in substantial increase in investment values at the end of the financial year.
The upsurge in stock values and the resultant boost in indices during the current year will augur well for the capital markets and one could continue to see a good appetite for new issues in future.
(iii) Business Review:
Your company achieved very good results thanks to positive market conditions as compared with those of the previous year.
(iv) Opportunities and Threats:
The GDP is projected to move around 8% which is an encouraging sign. The Government continues to take several measures to boost economic activities and lessen the tax burden on the middle class and the results have started showing up with buoyancy in capital markets through the other segments are not feeling the impact till now.
(v) Segment-wise - Product-wise reporting:
The Company being NBFC is mainly engaged in the business of Investment & Finance Activities in India. All activities of the Company revolve around this main business, and as such, there are no separate reportable segments.
(vi) Outlook:
Your company expects the capital markets continuing to perform better due to good economic recovery and future investment in infrastructural activities by the Govt. Hence the outlook looks bright barring any unforeseen situations.
(vii) Risks and Concerns:
Your company's activities which are essentially in the capital market segments and the risk perception of our activity could be discerned as under:
Market Risk: Your Company's major investments are mostly in capital market instruments like shares, mutual funds and bonds and any volatility could erode the capital value of the investments. No doubt, your company would keep a close vigil on movement of prices and take appropriate steps to minimize this risk.
Interest risk: The changes in interest rates by RBI and Banks could result in fluctuations in prices and consequently the income of various investments and borrowings by the company may vary. Your company has put in measures to hedge this risk but this cannot be eliminated totally.
Operation Risk: The stock market operations are fraught with certain risks associated with market judgments by operational executives and their decision-making process based on certain perceptions prevailing at any given time and these could change suddenly resulting in unexpected adverse positions.
(viii) Internal Financial Control Systems and their Adequacy:
Your company has in place adequate internal control measures. There is continuous monitoring of all the activities and necessary creative measures are taken periodically to manage any unforeseen risk factors.
(ix) Human Resources:
Your company has adequately trained professionals to manage the affairs of the company in the most prudent manner.
(x) Details of significant changes in key financial ratios are given in Annexure A to the Board Report.
9. Subsidiaries:
Shriyam Broking Intermediary Limited, a wholly owned subsidiary of the company, has shown very good results this year. The current market scenario looks to augur well in the coming year, and it will be our endeavor to ensure that our performance improves on a sustained basis.
Shriyam Realtors Private Limited, a wholly owned subsidiary of Shriyam Broking Intermediary Limited was incorporated on 15th December 2016. However, the company had very nominal transactions so far in view of the sluggish health of real estate market.
A statement containing the salient features of the financial statements of the subsidiaries, in the prescribed format AOC-1, forms part of notes to Consolidated Financial statement.
10. Names of Companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year:
During the year under review no company has ceased to be its subsidiaries. The Company doesn't have any joint ventures or associate company.
11. Directors:
As on March 31, 2024, the Company has six Directors with an optimum combination of Executive and Non- Executive Directors including one woman director. During the financial year, there were no fresh appointment or resignation of Directors
In compliance with Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. R Sundaresan, Whole-time Director retires by rotation and being eligible, offers himself for re-appointment. The Board of Director of the Company, at its meeting held on 13th August 2024 has re-designated Mr. R Sundaresan as Whole Time Director & Vice Chairman of the Company.
On recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at its Meeting held on 13th August 2024 approved appointment of Mr. Vishnu Dutt and Mr. Seshagiri Ranganathan as an Independent Director for a further period of three consecutive years from 1st September 2024 and appointment of Mr. Devesh Chaturvedi as a NonExecutive Director & Chairman of the Company with effect from 1st September 2024, subject to approval of Members at the ensuing 39th Annual General Meeting.
Necessary resolutions for the appointment /re-appointment/ re-designation of the aforesaid directors have been included in the notice convening the ensuing AGM. Your directors recommend their appointment.
Brief resume of the Directors proposed to be appointed/ reappointed, nature of their experience in specific functions and area and number of companies in which he/she hold membership/chairmanship of Board Committees as stipulated regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in annexure to the notice.
12. Declarations by Independent Directors:
All the Independent Directors of your Company have submitted their declarations of independence, as required, pursuant to the provisions of Section 149(7) of the Act, stating that they meet the criteria of independence, as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of the LODR and are not disqualified from continuing as Independent Directors of your Company.
13. Independent Director's Databank Registration:
Pursuant to a notification dated 22nd October, 2019 issued by the Ministry of Corporate Affairs, all Independent directors of the Company have registered themselves with online databank for Independent Directors maintained by Indian Institute of Corporate Affairs (IICA).
The Company has received declarations from all the Independent Directors of the Company confirming that they have registered their names in the Independent Directors' databank maintained by Indian Institute of Corporate Affairs (IICA) as prescribed by MCA.
14. Familiarization Programs:
Your Company has familiarized the Independent Directors, with regard to their roles, rights, responsibilities, nature of the industry in which your Company operates, the business model of your Company etc.
The Familiarization Policy for the Independent Directors is uploaded on the website of your Company. Details of Familiarization Programs imparted to Independent Directors are available on the Company's website and is accessible at http://www.shardulsecurities.com/program%20for%20independent%20directors.htm
15. Code of Conduct:
Your Company has in place, a Code of Conduct for the Board of Directors and Senior management personnel, which reflects the legal and ethical values to which your Company is strongly committed. The Directors and senior management personnel of your Company have complied with the code as mentioned hereinabove.
The Directors and senior management personnel have affirmed compliance with the Code of Conduct applicable to them, for the financial year ended 31st March 2024. The said code is available on the website of your Company at http://www.shardulsecurities.com/code%20of%20ethics%20for%20directors.pdf
16. Key Managerial Personnel:
In accordance with the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. R Sundaresan - Executive Director & Chairman, 1Mr. Yogendra Chaturvedi - Executive director, Mr. Viraf Katrak- Chief Executive Officer (CEO), Ms. Daya Bhalia - Executive Director & Company Secretary and Mr. Tarun Chaturvedi - Chief Financial Officer (CFO) are the Key Managerial Personnel ('KMP') of your Company.
20. Audit Committee:
The Audit Committee as on 31st March 2024 comprises of Independent Directors namely Mr. Devesh Vasavada (Chairman), Mr. Lalit Shah, Mr. Charul Abuwala and Mr. Yogendra Chaturvedi (Executive Director) as other member. All the recommendations made by the Audit Committee were accepted by the Board.
21. Annual Return:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2024 is available on the Company's website: http://www.shardulsecurities.com/abstract%20of%20annual%20return.htm
22. Taxation:
In opinion of Directors, the provision for Income Tax is made as per the provisions of the Income Tax Act, 1961.
23. Cash flow:
As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Cash Flow Statement is appended with this report.
24. Directors' Responsibility Statement:
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a) that in the preparation of the annual financial statements for the year ended 31st March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) that such accounting policies as mentioned in Notes to the financial statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the profit of the Company for the year ended on that date;
c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
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 financial controls were adequate and were operating effectively.
f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
25. Statutory Auditor and Auditors' Report:
M/s Akkad Mehta & Co LLP, Chartered Accountants, (Firm Regn. No. 100259W) have conducted audit for the financial year 2023-2024. The Auditor's Report for financial year 2023-2024 does not contain any qualification, reservation or adverse remark. The Auditor's Report is enclosed with the financial statement in this Annual Report.
The notes to the Financial Statement referred to in the Auditors' Report are self-explanatory and, therefore, do not call for any further comments.
26. Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s D Maurya & Associates, Practicing Company Secretary to undertake Secretarial Audit of the Company. The Secretarial Audit Report is enclosed in Annexure D and forms an integral part of this Report. There is no secretarial audit qualification for the year under review. Pursuant to Regulation 24A of the Listing Regulations, the Secretarial Audit Report of Shriyam Broking Intermediary Ltd, a material subsidiary of the Company has also been annexed to the Directors Report as Annexure D1.
27. Secretarial Standards:
The Company has complied with the applicable Secretarial Standards i.e. SS-1 relating to Meetings of the Board of Directors and SS-2 relating to General Meetings, respectively.
28. Internal Audit:
M/s Atul HMV & Associates LLP, Chartered Accountants, (Firm Reg. No. 124043W) appointed as internal auditor of the company to conduct the internal audit for the period beginning from 1st July 2023 to 31st march 2024.The Audit Committee of the Board of Directors and Statutory Auditors are periodically apprised of the internal audit findings and corrective actions taken.
29. Significant and material orders passed by the regulators or courts:
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
30. Corporate Governance:
Report on Corporate Governance stipulated under Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report. A certificate from the auditors of the Company M/s Akkad Mehta & Co LLP, Chartered Accountants, confirming compliance of conditions of Corporate Governance as stipulated under aforesaid regulation is annexed at the end of Corporate Governance Report.
31. Particulars of Loans, Guarantees or Investments by the Company:
Details of Loans, guarantees or investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to financial statements.
32. Public Deposits
The Company, being a Non-Banking Financial Company -Non-Systemically Important Non-Deposit taking, has not accepted any deposits from the public during the financial year under review in accordance with Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.
33. Related Party Transactions:
During the financial year under review, all transactions entered into by the Company with related parties were in ordinary course of business and on arm's length basis The details of the material RPTs entered into during the year as per the policy on RPTs approved by the Board have been reported in Form AOC-2, which is given in Annexure C to this Report.
Prior approval of the Audit Committee is obtained for Related Party Transactions (“RPTs”) including omnibus approval for transactions which are of a repetitive nature and entered into in the ordinary course of business and at arm's length. A statement on RPTs specifying the details of the transactions pursuant to each omnibus approval granted, is placed on a quarterly basis for review by the Audit Committee.
The details of transactions with related parties of the Company for the financial year under review, are given in notes to the Financial Statements, which form part of this Annual Report.
As required under Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated policy on dealing with Related Party Transactions. The Policy is available on the website of the Company.
Web link of the same is: http://www.shardulsecurities.com/related%20party%20transaction%20policy.pdf
34. Whistle blower policy and vigil mechanism:
The Company has established a whistle blower policy and vigil mechanism for directors and employees to report about unethical behavior, actual or suspected fraud or violation of the company's code of conduct policy. The mechanism provides for adequate safeguards against victimization of directors and employees. None of the personnel have been denied access to the Audit Committee of the Board. The details of Whistle Blower Policy are available on the website of the Company.
Web link of the same is:http://www.shardulsecurities.com/vigil%20mechanism%20policy.pdf
35. Corporate Social Responsibility:
Provisions of Section 135 of the Companies Act, 2013, are not applicable to the Company during the period under review.
36. Internal Financial Control:
The Board of Directors of your Company have adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to your Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.
37. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
The Company has in place a requisite policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, temporary, trainees) are covered under the policy. There was no complaint received from any employee during the financial year 2023-2024 and hence no complaint is outstanding as on 31st March 2024 for redressal.
38. Other Statutory information:
a. Particulars of Employees:
Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of the employees of the Company are annexed to this report as Annexure B.
In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees are in receipt of remuneration in excess of the limits set out in the said Rules.
b. Conservation of Energy, Technology Absorption and foreign Exchange earnings and outgo:
i) Provisions pertaining to conservation of Energy and Technology Absorption are not applicable or not relevant to the working of Company. The Directors keep themselves acquainted with ongoing seminars and research papers.
ii) The Company has neither earned nor spent any amount by way of Foreign Exchange.
c. Deposits:
i) There are no deposits covered under Chapter V of the Act, which has remained unclaimed or claimed but not paid for which information is required to be given in this report. The Company neither hold any public deposits nor is accepting any deposits.
ii) The Company has complied with various requirements in terms of the capital adequacy under the guidelines issued by the Reserve Bank of India for the Non-Banking Financial Companies.
39. CEO/CFO Certification:
The Chief Executive Officer and Chief Financial Officer have issued a certificate pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Company's affairs. The said certificate is annexed as Annexure E and forms part of the Annual Report.
40. Details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016 during the year along with their status as at the end of the financial year:
During the financial year, no application was made by or against the Company or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.
41. Disclosure about the difference between the amount of the valuation executed at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof:
During the financial year ended 31st March, 2024, The Company had not entered into any settlement with Banks and Financial Institutions and hence the said clause is not applicable.
42. Transfer to investor education and protection fund:
The Company has transferred to “Investor Education and Protection Fund” of the Central Government all unclaimed dividends up to the financial year 2015-16. Dividend declared after the financial year 2015-16 and remaining unpaid will be deposited with the above fund of the Government at the expiry of 7 years from the date of their transfer to unclaimed dividend account. Shareholders who have not encashed the dividend warrants, declared after this period are requested to encash their dividend warrants immediately.
Further, in terms of Section 124(6) of the Companies Act, 2013 read with Investor Education & Protection Fund (IEPF) Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and amendments thereto and notification issued by the Ministry of Corporate Affairs from time to time, the Company has transferred during the year, the required number of shares in respect of which dividends have remained unclaimed for a period of seven consecutive years or more to the IEPF Account..
43. Acknowledgment:
Your Directors appreciate the co-operation and support extended by the Shareholders, Employees, Financial Institutions and Banks.
For and on behalf of Board
Yogendra Chaturvedi Daya Bhalia
Executive Director Executive Director and
Company Secretary
Place: Mumbai Dated: 13th August 2024
Regd. Office:
G-12, Tulsiani Chambers 212, Nariman Point Mumbai - 400 021
1
Mr. Yogendra Chaturvedi Resigned from the designation of CEO and Mr. Viraf Katrak appointed as CEO with effect from 21st August, 2023.
17. Board Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
18. Remuneration Policy:
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
19. Number of Meetings of the Board:
Six Meetings of the Board of Directors were held during the year and the details of such meetings forms part of the Corporate Governance Report.
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