To
The Members,
Your Directors take pleasure in presenting their Twelfth Annual Report on the Business
and Operations of the Company and the Accounts for the Financial Year ended 31st March,
2023 (period under review).
1. FINANCIAL PERFORMANCE OF THE COMPANY:
The summary of the financial performance for the financial year ended March 31, 2023
and the previous financial year ended March 31, 2022 is given below:
(Rs in lakhs)
Particulars |
31-Mar-23 |
31-Mar-22 |
Total Income |
235.86 |
632.86 |
Less: Expenditure |
35.57 |
15.61 |
Profit before Depreciation |
198.30 |
617.25 |
Less: Depreciation |
- |
- |
Profit before Tax |
198.30 |
617.25 |
Provision for Taxation |
22.79 |
31.65 |
Profit after Tax |
175.51 |
585.60 |
Other Comprehensive Income |
644.64 |
359.76 |
Total Comprehensive Income |
820.15 |
945.36 |
Earning Per Share (Face value Rs.10 per equity share) |
|
|
(1) Basic |
1.58 |
8.78 |
(2) Diluted |
1.58 |
8.78 |
2. REVIEW OF OPERATIONS
The Total Income of the Company stood at 235.86 lakhs for the year ended March 31, 2023
as against 632.86 lakhs in the previous year. The Company made a net profit (after tax) of
175.51 lakhs for the year ended March 31, 2023 as compared to the 585.60 lakhs in the
previous year.
3. CASH FLOW AND FINANCIAL STATEMENTS:
As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a Cash Flow
Statement forms part of Annual Report.
4. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT,
2013
The Board has decided not to transfer any amount to the Reserves for the year under
review.
5. DIVIDEND:
The dividend policy for the year under review has been formulated taking into
consideration of growth of the company and to conserve resources, the Directors do not
recommend any dividend for year ended March 31, 2023.
6. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND
PROTECTION FUND
The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013
requires dividends that are not encashed/ claimed by the shareholders for a period of
seven consecutive years, to be transferred to the Investor Education and Protection Fund
(IEPF). In FY 2022-23, there was no amount due for transfer to IEPF.
7. SHARE CAPITAL
The Authorized Share Capital of the Company is Rs 12,00,00,000/- divided into equity
1,20,00,000 shares of Rs. 10/- each during the year under review.
The Paid up capital of the Company is Rs. 11,11,66,510/- divided into 11,116,651 Equity
shares of Rs. 10/- each.
Company has appointed M/s Bigshare Services Private Limited as the Registrar and
Transfer Agent of the Company.
8. CHANGE IN SHARE CAPITAL:
There were following changes in share capital of the Company during the period under
review.
The authorized share capital of the company was increased from Rs.7,00,00,000/ to Rs
1,200,00,000/- divided into equity 1,200,00,000 shares of Rs. 10/-each during the year.
The Paid up capital of the Company was increased from Rs. 6,67,00,000/- to Rs
11,11,66,510 divided into 11,116,651 Equity shares of Rs. 10/- pursuant to the issue of
Bonus Shares to the members of the company.
Bonus shares
During the year under review, The Company had issued and allotted 44, 46,667 Bonus
Shares of Rs 10/- each to the existing equity shareholders in the ratio of 2:3 i.e. 2
(two) fully paid-up equity shares for every 3 (three) existing fully paid-up equity share
held by the Members of the Company by capitalizing upto Rs. 4,44,66,670 (Rupees Four
Crores Forty four Lakhs Sixty Six Thousand Six Hundred Seventy Only) from the existing
securities premium account and free reserves of the Company with the approval of
shareholders and Board of Directors.
9. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
Management's Discussion and Analysis Report for the year under review, in terms of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (the "Listing Regulations") and SEBI (Listing Obligations and
Disclosure Requirements) (Amendment) Regulations, 2018 (the "Amended Listing
Regulations"), is presented in a separate section forming part of the Annual Report.
10. CHANGE IN NATURE OF BUSINESS, IF ANY
There has been no change in nature of business of the Company during the FY under
review.
11. DISCLOSURES BY DIRECTORS
The Board of Directors have submitted notice of interest in Form MBP 1 under Section
184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) and
declarations as to compliance with the Code of Conduct of the Company.
12. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY
The Company does not have any Subsidiary, Joint venture or an Associate Company.
13. MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments, which affect the financial
position of the Company which have occurred between the end of the FY and the date of this
Report.
During the year under review, The Company had issued and allotted 44, 46,667 equity
shares of Rs. 10/- each as Bonus Shares to the existing equity shareholders in the ratio
of 2:3* i.e. 2 (two) fully paid-up equity shares for every 3 (three) existing fully
paid-up equity share held by the Members of the Company by capitalizing upto Rs.
4,44,66,670 (Rupees Four Crores Forty four Lakhs Sixty Six Thousand Six Hundred Seventy
Only) from the existing securities premium account and free reserves of the Company
14. EXTRACT OF ANNUAL RETURN:
The Annual Return of the Company as on 31st March, 2023 is available on the website of
the Company at https://escorpamc.co.in/investor-relations/
15. FAMILIARISATION PROGRAMME FOR DIRECTORS
As a practice, all Directors (including Independent Directors) inducted to the Board go
through a structured orientation programme. Presentations are made by Senior Management
giving an overview of the operations, to familiarise the new Directors with the Company's
business operations. The Directors are given an orientation on the products of the
business, group structure and subsidiaries, Board constitution and procedures, matters
reserved for the Board, and the major risks and risk management strategy of the Company.
During the year under review, no new Independent Directors were inducted to the Board.
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
i. Change in Directors
During the period there was no changes in directors.
ii. Committees of Board of Directors
There has been no change in Committees of Board of Directors during period under
review. The details of Members of the Committee forms part of this Annual Report.
iii. Retirement by Rotation of the Directors
In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Shripal Shah, Executive Director of the Company, retires
by rotation and offers himself for re- appointment.
The brief resume of Mr. Shripal Shah, the nature of his expertise in specific
functional areas, names of the companies in which he has held directorships, his
shareholding etc. are furnished in the Annexure - A to the notice of the ensuing AGM.
iv. Independent Directors
Our Company has received annual declarations from all the Independent Directors of the
Company confirming that they meet with the criteria of Independence provided in Section
149(6) of the Companies Act, 2013 and Regulations 16(1) (b) & 25 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in
the circumstances, which may affect their status as Independent Director during the year.
The Independent Directors met on 28th March, 2023, without the attendance of
Non-Independent Directors and members of the Management. The Independent Directors
reviewed the performance of Non-Independent Directors and the Board as a whole; the
performance of the Chairman of the Company, taking into account the views of Executive
Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of
flow of information between the Company Management and the Board that is necessary for the
Board to effectively and reasonably perform their duties.
v. Key Managerial Personnel:
As on date of report, following are the Key Managerial Personnel of the Company:
a) Mr. Shripal Shah- Whole Time Director & CFO b) Ms. Chaitali Pansari- Company
Secretary & Compliance Officer upto July 24, 2023 c) Ms. Reenal Khandelwal - Company
Secretary & Compliance Officer w.e.f July 24, 2023
There were changes in the Key Managerial Personnel during the year
17. BOARD MEETINGS:
The Company held six meetings of its Board of Directors during the year on May 27,
2022, June 10, 2022; July 30, 2022, September 07, 2022; November 11, 2022 and March 03,
2023.
18. COMMITTEES OF THE BOARD:
(a) Audit Committee:
The Audit Committee, as per Section 177 of Companies Act, 2013, continued working under
Chairmanship of Mr. Darshit Parikh. During the year, the committee met four (4)
times with full attendance of all the members. The composition of the Audit Committee as
at March 31, 2023 and details of the Members participation at the Meetings of the
Committee are as under:
|
|
|
No. of meetings attended |
Name of Director |
Category |
Position in the Committee |
27.05.2022 |
10.06.2022 |
30.07.2022 |
07.09.2022 |
11.11.2022 |
Mr. Darshit Parikh |
Independent Director |
Chairman |
Yes |
Yes |
Yes |
Yes |
Yes |
Mr. Shripal Shah |
Executive Director |
Member |
Yes |
Yes |
Yes |
Yes |
Yes |
Mrs. Supriya Tatkar |
Independent Director |
Member |
Yes |
Yes |
Yes |
Yes |
Yes |
The Committee is governed by a Charter, which is in line with the regulatory
requirements mandated by the Companies Act, 2013. Some of the important functions
performed by the Committee are:
Financial Reporting and Related Processes:
Oversight of the Company's financial reporting process and financial information
submitted to the Stock Exchanges, regulatory authorities or the public. Reviewing
with the Management, the Half Yearly Unaudited Financial Statements and the Auditor's
Limited Review Report thereon / Audited Annual Financial Statements and Auditors' Report
thereon before submission to the Board for approval. This would, inter alia, include
reviewing changes in the accounting policies and reasons for the same, major accounting
estimates based on exercise of judgement by the Management, significant adjustments made
in the Financial Statements and / or recommendation, if any, made by the Statutory
Auditors in this regard. Review the Management Discussion & Analysis of
financial and operational performance.
Discuss with the Statutory Auditors its judgement about the quality and
appropriateness of the Company's accounting principles with reference to the Indian
Accounting Standard (IND-AS). Review the investments made by the Company.
All the Members on the Audit Committee have the requisite qualification for appointment
on the Committee and possess sound knowledge of finance, accounting practices and internal
controls.
The Auditors, Internal Auditors, Chief Financial Officer are invited to attend the
meetings of the Committee. The Company Secretary acts as the Secretary to the Committee.
Mr. Darshit Parikh, the Chairman of the Committee, was present at the last Annual General
Meeting (AGM) held on August 26, 2022.
(b) Nomination and Remuneration Committee:
The Nomination and Remuneration Committee, as per Section 178(1) of Companies Act,
2013, continued working under Chairmanship of Ms. Supriya Tatkar. During the year, the
committee met one with full attendance of all the members. The composition of the
Nomination and Remuneration Committee as at March 31, 2023 and details of the Members
participation at the Meetings of the Committee are as under:
|
|
|
No. of meetings attended |
Name of Director |
Category |
Position in the committee |
27.05.2022 |
Ms. Supriya Tatkar |
Independent Director |
Chairman |
Yes |
Mr. Darshit Parikh |
Executive Director |
Member |
Yes |
Mr. Haresh Sanghvi |
Independent Director |
Member |
Yes |
The terms of reference of the Committee as per Companies Act 2013 and SEBI (LODR) 2015,
include the following:
Formulation of the criteria for determining qualifications, positive attributes
and independence of a director and recommend to the board of directors a policy relating
to, the remuneration of the directors, key managerial personnel and other employees;
For every appointment of an independent director, the Nomination and
Remuneration Committee shall evaluate the balance of skills, knowledge and experience on
the Board and on the basis of such evaluation, prepare a description of the role and
capabilities required of an independent director. The person recommended to the Board for
appointment as an independent director shall have the capabilities identified in such
description. For the purpose of identifying suitable candidates, the Committee may:
a) Use the services of an external agencies, if required; b) Consider candidates from a
wide range of backgrounds, having due regard to diversity; and c) Consider the time
commitments of the candidates.
Formulation of criteria for evaluation of performance of independent directors
and the board of directors; Devising a policy on diversity of board of directors;
Identifying persons who are qualified to become directors and who may be
appointed in senior management in accordance with the criteria laid down, and recommend to
the board of directors their appointment and removal. Whether to extend or continue
the term of appointment of the independent director, on the basis of the report of
performance evaluation of independent directors. Recommend to the board, all
remuneration, in whatever form, payable to senior management.
The Company has formulated a Remuneration Policy which is annexed to the Board's Report
in "Annexure I".
(c) Stakeholders Relationship Committee:
The Stakeholders Relationship Committee, as per Section 178 (5) of Companies Act, 2013,
continued working under Chairmanship of Mr. Darshit Parikh. The Committee is governed by a
Charter, which is in line with the regulatory requirements mandated by the Companies Act,
2013. During the year, the committee met one time with full attendance of all the
members. The composition of the Stakeholders Relationship Committee as at March 31, 2023
and details of the Members participation at the Meetings of the Committee are as under:
|
|
|
No. of meetings attended |
Name of Director |
Category |
Position in the committee |
27.05.2022 |
Ms. Darshit Parikh |
Independent Director |
Chairman |
Yes |
Mr. Shripal Shah |
Executive Director |
Member |
Yes |
Mr. Haresh Sanghvi |
Independent Director |
Member |
Yes |
The terms of reference of the Committee are:
Resolving the grievances of the security holders of the listed entity including
complaints related to transfer/transmission of shares, non-receipt of annual report,
non-receipt of declared dividends, issue of new/duplicate certificates, general meetings
etc. Review of measures taken for effective exercise of voting rights by
shareholders. Review of adherence to the service standards adopted by the listed
entity in respect of various services being rendered by the Registrar & Share Transfer
Agent. Review of the various measures and initiatives taken by the listed entity
for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend
warrants/annual reports/statutory notices by the shareholders of the company.
During the year, no complaints were received from shareholders. There are no balance
complaints. The Company had no share transfers pending as on March 31, 2023.
(d) Corporate Social Responsibility Committee:
The Corporate Social Responsibility Committee, as per Section 135 of Companies Act,
2013, under Chairmanship of Mr. Shripal Shah During the year, the committee met one (1)
time with full attendance of all the members. The composition of the Corporate Social
Responsibility as at March 31, 2023 and details of the Members participation at the
Meetings of the Committee are as under:
Name of Directors |
Designation |
Category |
Number of meetings of CSR Committee held during year |
Number of meetings of CSR Committee attended during year |
Mr. Shripal Shah |
Chairman |
Executive Director |
1 |
1 |
Mr. Shreyas Shah |
Member |
Director |
1 |
1 |
Mr. Darshit Parekh |
Member |
Independent Director |
1 |
1 |
The terms of reference of the Committee are:
Formulate and recommend to the Board, a Corporate Social Responsibility Policy
which shall indicate the activities to be undertaken by the company in areas or subject,
specified in Schedule VII; Recommend the amount of expenditure to be incurred on
the activities; Monitor the Corporate Social Responsibility Policy of the company
from time to time.
Ms. Chaitali Pansari, Company Secretary of the Company is the Compliance Officer.
19. BOARD'S PERFORMANCE EVALUATION:
The Board of Directors carried out an annual evaluation of the Board itself, its
Committees and individual Directors. The entire Board carried out performance evaluation
of each Independent Director excluding the Independent Director being evaluated. The
Nomination Remuneration Committee also carried out evaluation of every director's
performance.
The evaluation was done after taking into consideration inputs received from the
Directors, setting out parameters of evaluation. Evaluation parameters of the Board and
Committees were mainly based on Disclosure of Information, Key functions of the Board and
Committees, Responsibilities of the Board and Committees, etc. Evaluation parameters of
Individual Directors including the Chairman of the Board and Independent Directors were
based on Knowledge to Perform the Role, Time and Level of Participation, Performance of
Duties and Level of Oversight and Professional Conduct etc.
Independent Directors in their separate meeting evaluated the performance of
Non-Independent Directors, Chairman of the Board and the Board as a whole.
20. CORPORATE SOCIAL RESPONSIBILITY
The Company has a Corporate Social Responsibility (n) Policy in place and the same can
be accessed at website of the company at www.escorpamc.co.in. The Company had spent amount
of Rs 5 lakh during the financial Year 2022-23 towards Promoting health care including
preventive health care. The details about committee composition and terms of reference of
committee are already provided above and the CSR report is attached as Annexure II'
to this report.
21. AUDITORS:
i. Statutory Auditors:
The Board has re-appointed M/s V. N. Purohit & Co., Chartered Accountants as the
statutory auditors of the Company for 2nd term of five consecutive years, from the
conclusion of 11th Annual General Meeting till the conclusion of the 16th Annual General
Meeting to be held in the year 2027, as approved by shareholders of the Company.
ii. 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, the Company has
appointed JNG & CO., a firm of Company Secretaries in Practice (CP No. 8108), to
undertake the Secretarial Audit of the Company for the F.Y. 2022-23. The Secretarial Audit
Report for F.Y. 2022-23 is annexed herewith as "Annexure III".
iii. Cost Auditor:
Your Company is principally engaged into Portfolio Management Business and Proprietary
Investments in shares, securities and funds. Therefore, Section 148 of the Companies Act,
2013 is not applicable to the Company.
iv. Internal Auditor:
The Board of Directors, based on the recommendation of the Audit Committee and pursuant
to the provisions of section 138 of the Act read with the Companies (Accounts) Rules,
2014, has reappointed M/s Gaurav Shiv & Co, Chartered Accountants, Delhi (FRN No.
032322N) as the Internal Auditors of your Company for the financial year 2022-23 . The
Internal Auditor conducts the internal audit of the functions and operations of the
Company and reports to the Audit Committee and Board from me to me.
22. AUDITOR'S REPORT:
The Auditor's Report and Secretarial Auditor's Report does not contain any quali
cations, reservations or adverse remarks.
Report of the Secretarial Auditor is given as an Annexure which forms part of this
report.
23. VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013,
a Vigil Mechanism for Directors and Employees to report genuine concerns has been
established. The Vigil Mechanism Policy has been uploaded on the website of the Company at
http://www.escorpamc.co.in.
24. INTERNAL AUDIT & CONTROLS:
Pursuant to provisions of Section 138 read with read with rules made there under, the
Board has appointed M/s Gaurav Shiv & Co, Chartered Accountant, as an Internal
Auditors of the Company to check the internal controls and functioning of the activities
and recommend ways of improvement. The Internal Financial Controls with reference to
financial statements as designed and implemented by the Company are adequate. The Internal
Audit is carried out quarterly basis; the report is placed in the Audit Committee Meeting
and the Board Meeting for their consideration and direction.
During the year under review, no material or serious observation has been received from
the Internal Auditors of the Company for inefficiency or inadequacy of such controls.
25. RISK ASSESSMENT AND MANAGEMENT:
Your Company has been on a continuous basis reviewing and streamlining its various
operational and business risks involved in its business as part of its risk management
policy. Your Company also takes all efforts to train its employees from time to time to
handle and minimize these risks.
26. LISTING WITH STOCK EXCHANGES:
Escorp Asset Management Limited is listed on the SME Platform of the BSE Limited. It
has paid the Annual Listing Fees for the year 2023-2024 to BSE Limited.
27. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1
& SS-2 on Meetings of the Board of Directors and General Meetings respectively.
28. *PARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under Section 197 & Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is given below.
a) The median remuneration of employees of the Company during the financial year was
Rs. 14700 b) Percentage decrease in the median remuneration of employees in the financial
year 2022-23: - (91.67%) c) Number of permanent employees on the rolls of the Company as
on March 31, 2023: 3 (Three) d) It is hereby affirmed that the remuneration paid during
the year is as per the Remuneration policy of the Company. e) There is no employee covered
under the provisions of section 197(14) of the Companies Act, 2013.
There was no employee in the Company who drew remuneration of Rs. 1,00,00,000/ - per
annum during the period under review. Hence, the Company is not required to disclose any
information as per Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014.
*Since the Executive Directors and KMP's of the company are on the payroll of Aryaman
Financial Services Limited (Holding Company) and do not draw any remuneration in Escorp
Asset Management Limited only employee remuneration median is calculated.
29. POLICIES AND DISCLOSURE REQUIREMENTS:
In terms of provisions of the Companies Act, 2013 the Company has adopted following
policies which are available on its website http://www.escorpamc.co.in/
30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO:
i. Conservation of Energy
a) The steps taken or impact on conservation of energy The Operations of the
Company are not energy intensive. However, adequate measures have been initiated for
conservation of energy.
b) The steps taken by the Company for utilizing alternate source of energy
Company shall consider on adoption of alternate source of energy as and when necessities.
c) The Capital Investment on energy conversation equipment No Capital Investment
yet.
ii. Technology absorption
a) The efforts made towards technology absorption. Minimum technology required
for Business is absorbed.
b) The benefits derived like product improvement, cost reduction, product
development or import substitution Not Applicable.
c) In case of imported technology (imported during the last three years reckoned
from the beginning of the financial year) Not Applicable.
a. the details of technology imported;
b. the year of import;
c. whether the technology been fully absorbed;
d. if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof
iii. The expenditure incurred on Research and Development Not Applicable.
iv. Foreign exchange earnings and Outgo - Not Applicable.
31. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:
Particulars of loans given, investments made, guarantees given and securities provided
are provided in the financial statements.
32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arm's length
basis. Thus Disclosure in form AOC-2 is not required. Further, during the year, the
Company had not entered into any contract / arrangement / transaction with related parties
which could be considered material in accordance with the policy of the Company on
materiality of related party transactions. All related party transactions are placed
before the Audit Committee and Board for approval. The details of the related party
transactions as required under Indian Accounting Standard (IND AS) 24 are set out in Note
to the financial statements forming part of this Annual Report.
33. DEPOSITS:
Your Company did not accept / hold any deposits from public / shareholders during the
year under review.
34. PREVENTION OF INSIDER TRADING:
In compliance with the provisions of the Securities and Exchange Board of India
(Prohibition of Insider Trading)
Regulations, 2015, as amended, the Company has formulated and adopted the revised
"Code of Conduct for Prevention of Insider Trading" ("the Insider Trading
Code"). The object of the Insider Trading Code is to set framework, rules and
procedures which all concerned persons should follow, while trading in listed or proposed
to be listed securities of the Company. During the year, the Company has also adopted the
Code of Practice and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information ("the Code") in line with the SEBI
(Prohibition of Insider Trading) Amendment Regulations, 2018. The Code is available on the
Company's website http://www.escorpamc.co.in.
35. RELATED PARTY TRANSACTIONS
All transactions entered into with related parties as defined under the Act during the
FY were in the ordinary course of business and on an arm's length pricing basis and do not
attract the provisions of Section 188 of the Act. There were no materially significant
transactions with the related parties during the FY which were in conflict with the
interest of the Company.
36. FRAUD REPORTING
There have been no frauds reported by the Auditors of the Company to the Audit
Committee or the Board of Directors under sub-section (12) of section 143 of the Companies
Act, 2013 during the financial year.
37. SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status and Company's operations in future.
38. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the Requirements
of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013and an Internal Complaints Committee has been set up to redress
complaints received regarding Sexual Harassment at workplace, with a mechanism of lodging
& redress the complaints. All employees (permanent, contractual, temporary, trainees,
etc.) are covered under this policy.
Your Directors further state that pursuant to the requirements of Section 22 of Sexual
Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 read
with Rules there under, the Company has not received any complaint of sexual harassment
during the year under review.
39. HUMAN RESOURCES:
Your Company has established an organization structure that is agile and focused on
delivering business results. With regular communication and sustained efforts it is
ensuring that employees are aligned on common objectives and have the right information on
business evolution.
40. CORPORATE GOVERNANCE:
In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
exempts companies which have listed their specified securities on SME Exchange from
compliance with corporate governance provisions.
Since the equity share capital of your Company is listed exclusively on the SME
Platform of BSE, the Company is exempted from compliance with Corporate Governance
requirements, and accordingly the reporting requirements like Corporate Governance Report,
Business Responsibility Report etc. are not applicable to the Company.
41. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the
best of their knowledge and ability, confirm that: i. In the preparation of the annual
accounts, the applicable accounting standards have been followed and there are no material
departures.
ii. They have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the financial year and of the pro t
of the Company for that period.
iii. They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities.
iv. They have prepared the annual accounts on a going concern basis.
v. They have laid down internal financial controls to be followed by the Company and
such internal financial controls are adequate and operating effectively.
vi. They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory and
secretarial auditors and external consultants and the reviews performed by management and
the relevant board committees, including the audit committee, the board is of the opinion
that the
Company's internal financial controls were adequate and effective during the financial
year 2022-23.
42. INTERNAL FINANCIAL CONTROLS:
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory and
secretarial auditors and external consultants and the reviews performed by management and
the relevant board committees, including the audit committee, the board is of the opinion
that the
Company's internal financial controls were adequate and effective during the financial
year 2022-23.
43. GENERAL
There were no transactions with respect to following matters during the year:
1. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.
2. There was no instance of one-time settlement with any Bank or Financial Institution.
44. CAUTIONARY STATEMENTS:
Statements in this Annual Report, particularly those which relate to Management
Discussion and Analysis as explained in the
Corporate Governance Report, describing the Company's objectives, projections,
estimates and expectations may constitute forward looking statements' within the
meaning of applicable laws and regulations. Actual results might differ materially from
those either expressed or implied in the statement depending on the circumstances.
45. ACKNOWLEDGEMENTS:
Your Directors would like to express deep sense of appreciation for the assistance and
co-operation received from the Financial Institutions, Banks, Government Authorities and
Shareholders and for the devoted service by the Executives, staff and workers of the
Company. The Directors express their gratitude towards each one of them.
Registered Office: |
On Behalf of The Board Of Directors |
60, Khatau Building, Ground Floor, |
FOR ESCORP ASSET MANAGMENT LIMITED |
Alkesh Dinesh Modi Marg, |
|
Fort, Mumbai 400 001 |
Sd/- |
|
Shripal Shah |
Tel : 022 6216 6999 |
|
|
(Chairman & Executive Director) |
Fax: 022 2263 0434 |
|
|
DIN: 01628855 |
CIN: L17121MH2011PLC213451 |
|
|
Mumbai, Wednesday, August 30,2023 |
Website: http://www.escorpamc.co.in |
|
Email: info@escorpamc.co.in |
|